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, 1998

                                       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,
1998:  47,730,505



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>

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


<CAPTION>

                                                                       Three Months Ended
                                                                            March 31,
(Millions of dollars, except per-share amounts)                         1998          1997
                                                                      --------------------

<S>                                                                   <C>           <C>   
Sales                                                                 $369.0        $468.0
                                                                      ------        ------

Costs and Expenses
   Costs and operating expenses                                        205.3         254.3
   Selling, general and administrative expenses                         30.6          35.7
   Depreciation and depletion                                           68.2          68.9
   Exploration, including dry holes and
   amortization of undeveloped leases                                   18.9          11.0
   Taxes, other than income taxes                                       13.0          15.4
   Interest and debt expense                                            12.6          11.7
                                                                      ------         -----
            Total Costs and Expenses                                   348.6         397.0
                                                                      ------         -----
                                                                        20.4          71.0

Other Income                                                            13.9          29.3
                                                                      ------         -----

Income before Income Taxes                                              34.3         100.3
Provision for Income Taxes                                              10.4          30.1
                                                                      ------         -----

Net Income                                                            $ 23.9         $70.2
                                                                      ======         =====

Net Income per Common Share -
    Basic                                                             $  .50         $1.46
    Diluted                                                           $  .50         $1.45

Average Number of Shares Outstanding (thousands) -
    Basic                                                             47,703        48,064
    Diluted                                                           47,947        48,312

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



The accompanying notes are an integral part of this statement.

</TABLE>

<TABLE>

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

                                                                 March 31,  December 31,
(Millions of dollars)                                                 1998          1997
                                                               -------------------------

<S>                                                                <C>           <C> 
ASSETS
Current Assets
   Cash                                                            $ 213.9       $  182.6
   Notes and accounts receivable                                     275.7          274.3
   Inventories                                                       229.2          172.2
   Deposits and prepaid expenses                                      57.5           57.9
                                                                   -------       --------
      Total Current Assets                                           776.3          687.0
                                                                   -------       --------

Property, Plant and Equipment                                      4,671.2        4,602.1
   Less reserves for depreciation,
   depletion and amortization                                      2,588.5        2,603.7
                                                                   -------       --------
                                                                   2,082.7        1,998.4

Investments and Other Assets                                         415.1          410.7
                                                                   -------       --------

                                                                  $3,274.1       $3,096.1



LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Short-term borrowings                                           $  25.0      $    25.0
   Accounts payable                                                  203.6          247.1
   Other current liabilities                                         282.2          250.9
                                                                   -------       --------
      Total Current Liabilities                                      510.8          523.0
                                                                   -------       --------

Long-Term Debt                                                       688.2          552.0
                                                                   -------       --------

Deferred Credits and Reserves                                        629.5          581.1
                                                                   -------       --------

Stockholders' Equity
   Common stock, par value $1 - 150,000,000
      shares authorized, 54,163,586 shares issued at
      3-31-98 and 54,120,747 shares issued at 12-31-97                54.2           54.1
   Capital in excess of par value                                    347.9          345.8
   Preferred stock purchase rights                                      .5             .5
   Retained earnings                                               1,458.1        1,455.7
   Accumulated other comprehensive income (loss)                       (.6)            .1
   Common shares in treasury, at cost - 6,433,415
      shares at 3-31-98 and 6,434,465 at 12-31-97                   (362.3)        (362.4)
   Deferred compensation                                             (52.2)         (53.8)
                                                                   -------       --------
      Total Stockholders' Equity                                   1,445.6        1,440.0
                                                                   -------       --------

                                                                  $3,274.1       $3,096.1


The  "successful  efforts"  method of accounting for oil and gas exploration and
production activities has been followed in preparing this balance sheet.

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



<TABLE>

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


<CAPTION>

                                                                      Three Months Ended
                                                                           March 31,
(Millions of dollars)                                                 1998          1997
                                                                    --------------------

<S>                                                                 <C>            <C> 
Operating Activities
Net income                                                          $ 23.9         $ 70.2
Adjustments to reconcile net income to net cash
   provided by operating activities -
      Depreciation, depletion and amortization                        70.5           69.9
      Deferred income taxes                                            4.2           13.6
      Gain on sale and retirement of assets                           (2.2)          (7.7)
      Realized gain on available-for-sale securities                     -           (4.1)
      Noncash items affecting net income                              (2.0)           4.8
      Other net cash used in operating activities                    (38.4)          (9.2)
                                                                    ------         ------
         Net Cash Provided by Operating Activities                    56.0          137.5
                                                                    ------         ------

Investing Activities
Capital expenditures                                                 (88.8)         (67.2)
Acquisitions                                                         (97.0)             -
Proceeds from sale of assets                                          39.7            7.1  
Other investing activities                                             2.8           16.6
                                                                    ------         ------
         Net Cash Used in Investing Activities                      (143.3)         (43.5)
                                                                    ------         ------

Financing Activities
Issuance of long-term debt                                           158.0              -
Repayment of long-term debt                                          (20.0)             -
Decrease in short-term borrowings                                        -          (14.5)
Purchase of treasury stock                                               -          (33.2)
Dividends paid                                                       (21.5)         (19.9)
Other financing activities                                             2.1            7.7
                                                                    ------         ------
         Net Cash Used in Financing Activities                       118.6          (59.9)
                                                                    ------         -------

Net Increase in Cash and Cash Equivalents                             31.3           34.1

Cash and Cash Equivalents at Beginning of Period                     182.6          120.9
                                                                    ------         ------

Cash and Cash Equivalents at End of Period                          $213.9         $155.0
                                                                    ======         ======


The accompanying notes are an integral part of this statement.

</TABLE>



                KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998


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.  Net income for  purposes  of  computing  both basic  earnings  per share and
    diluted earnings per share was $23.9 million and $70.2 million for the three
    months ended March 31, 1998 and 1997, respectively.  A reconciliation of the
    average shares  outstanding  used to compute basic earnings per share to the
    shares  used to  compute  diluted  earnings  per share for both  periods  is
    presented below:

                                                           Three Months Ended
                                                                March 31,
                                                           1998          1997
                                                       ----------------------

    Averages shares outstanding - basic                47,702,975     48,064,112
    Dilutive effect of stock options                      244,440        247,434
                                                       ----------     ----------
    Average shares outstanding assuming dilution       47,947,415     48,311,546
                                                       ==========     ==========

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)                                  1998          1997
                                                           ------------------

    Income taxes                                           $3.7         $19.2
    Interest                                                7.9          11.6

D.  Effective  January 1, 1998,  the  company  adopted  Statement  of  Financial
    Accounting Standards (FAS) No. 130, "Reporting Comprehensive  Income," which
    established new rules for reporting and display of comprehensive  income and
    its components.  FAS No. 130 requires  companies  to report,  in addition to
    net income,  other components of comprehensive  income  including unrealized
    gains or  losses  on  available-for-sale  securities  and  foreign  currency
    translation  adjustments.  During  the   first  quarter  of 1998  and  1997,
    comprehensive  income was $23.9  million  and $68.2  million,  respectively.
    Adoption  of this  standard  had no  effect  on  the  company's  results  of
    operations or financial  position as reported elsewhere  in the consolidated
    financial statements.

    The company held U.S. government  obligations considered to be available for
    sale at March 31, 1998, and December 31, 1997.  These financial  instruments
    are carried in the Consolidated  Balance Sheet at fair value, which is based
    on quoted  market  prices.  Both the fair value and cost of these  financial
    instruments  was $26.7 million at March 31, 1998. At December 31, 1997,  the
    fair  value  of the  financial  instruments  totaled  $27.5  million,  which
    approximated  cost.  The company held no  securities  classified  as held to
    maturity or trading during the respective periods.

    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.

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

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

    Balance, January 1                                            $11.6
        Net realized gains                                         (2.5)
        Net unrealized holding gains                                 .5
                                                                  -----
    Balance, March 31                                             $ 9.6
                                                                  =====

    The change in the  equity  component  during  the first  quarter of 1998 was
    immaterial.

E.  Investments in equity  affiliates  totaled $278.1 million at March 31, 1998,
    and $272.9  million at  December  31,  1997.  Equity  income  related to the
    investments  is included in Other  Income in the  Consolidated  Statement of
    Income and totaled  $6.5 million and $9.5 million for the three months ended
    March 31, 1998 and 1997, respectively.

F.  CONTINGENCIES

    WEST CHICAGO -

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

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

    In February  1997,  Chemical  executed an agreement  with the City as to the
    terms and conditions for completing the final phase of decommissioning work,
    the 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  Chemical  expects  the  State to  issue a  license
    amendment  that  will  enable  Chemical  to  complete  the  final  phase  of
    decommissioning work.

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

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

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

    Government  Reimbursement  - Pursuant to Title X of the Energy Policy Act of
    1992  (Title X), the United  States  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 1996 to
    increase the amount  authorized to $65 million plus  inflation  adjustments.
    Through  April 30, 1998,  Chemical  has been  reimbursed  approximately  $52
    million under Title X.

    OTHER MATTERS

    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.  As of March 31, 1998,  the company's  estimate for the cost to
    investigate  and/or  remediate all presently  identified  sites of former or
    current  operations,  based on  currently  known  facts  and  circumstances,
    totaled  $258  million,  which  includes  $159  million  for the former West
    Chicago  facility and $12 million for the residential  area and Reed-Keppler
    Park.  Reserves have been established  based on this estimate.  Actual costs
    will  be  reduced  by  the  amounts  recoverable  under  Title  X and  other
    government  programs.  Expenditures  from inception  through March 31, 1998,
    totaled $446 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.  The  ultimate  costs to  decommission
    presently  known sites are  difficult  to estimate  because of the  numerous
    contingencies,  including  continually  changing laws and  regulations,  the
    nature of the company's  businesses  and pending legal  proceedings.  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.  Therefore,  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 resolution
    of the above-noted uncertainties.  Therefore, it is possible that additional
    reserves could be required in the future.


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

Comparison of 1998 Results with 1997 Results

CONSOLIDATED OPERATIONS

First-quarter 1998 net income totaled $23.9 million, compared with $70.2 million
for the same 1997 period.  Operating profit for the 1998 first quarter was $44.6
million,  compared with $98.5 million in the same 1997 quarter.  Higher chemical
operating  profit,  compared with last year's  quarter,  was more than offset by
lower operating  profit from exploration and production and coal. The decline in
operating  profit was due  primarily  to lower  crude oil,  natural gas and coal
sales  prices,  higher  exploration  expense and lower crude oil and natural gas
sales  volumes,  partially  offset  by higher  pigment  sales  prices  and lower
operating expense for the exploration and production unit.

Other expense for the first quarter 1998 was $10.3 million, compared with income
of $1.8  million  for  the  1997  quarter  due  primarily  to  foreign  currency
transaction losses, compared with 1997 gains, lower equity income and 1997 gains
on sales of equity securities.

The  provision for income taxes was $10.4  million,  compared with $30.1 million
for the 1997 first quarter. The decrease was due to lower 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 1998, compared with the same period last year.

                                                         Three Months Ended
                                                              March 31,
(Millions of dollars)                                     1998          1997
                                                        --------------------

Sales
    Exploration and production                          $112.6         $200.3
    Chemicals                                            178.2          183.4
    Coal                                                  78.1           84.2
                                                        ------         ------
                                                         368.9          467.9
    All other                                               .1             .1
                                                        ------         ------
        Total Sales                                     $369.0         $468.0
                                                        ======         ======

Operating Profit
    Exploration and production                          $ 12.0         $ 68.0
    Chemicals                                             21.9           15.2
    Coal                                                  10.7           15.3
                                                        ------         ------
        Total Operating Profit                            44.6           98.5
All Other Income (Expense)                               (10.3)           1.8
                                                        ------         ------
Income before Income Taxes                                34.3          100.3
Provision for Income Taxes                                10.4           30.1
                                                        ------         ------
Net Income                                              $ 23.9         $ 70.2
                                                        ======         ======

Exploration and Production -

Operating  profit for the first  quarter of 1998 was $12 million,  compared with
$68 million for the same 1997 period.  First-quarter  1998 operating  profit was
lower due  primarily  to lower crude oil and natural  gas sales  prices,  higher
exploration expense and lower crude oil and natural gas sales volumes, partially
offset by lower operating expenses.

Revenues were $112.6 million and $200.3 million for the three months ended March
31, 1998 and 1997, respectively. The following table shows the company's average
crude oil and natural gas sales prices and volumes for the first quarter of 1998
and 1997.


<TABLE>
<CAPTION>


                                                    Three Months Ended          Percent
                                                          March 31,            Increase
                                                    1998           1997       (Decrease)
                                                ----------------------------------------

<S>                                               <C>            <C>          <C>
Crude oil sales
    (thousands of bbls/day)
        United States                               23.2           25.4          (9)
        North Sea                                   20.8           26.0         (20)
        China                                        8.9            6.6          35
        Other                                        2.1              -          NM
                                                   -----         ------
           Total proprietary sales                  55.0           58.0          (5)
        Proportionate interest in
           equity affiliate's sales                  7.3            7.3           -
                                                   -----         ------
               Total                                62.3           65.3          (5)
                                                   =====         ======

Average crude oil sales price
    (per barrel)
        United States                             $13.64         $20.90         (35)
        North Sea                                  13.74          21.52         (36)
        China                                      12.79          20.72         (38)
        Other                                      13.52              -          NM
           Average                                $13.54         $21.14         (36)

Natural gas sold
    (MMCF/day)
        United States                                154            183         (16)
        North Sea                                     35             34           3
                                                   -----         ------
           Total proprietary sales                   189            217         (13)
        Proportionate interest in
           equity affiliate's sales                   62             59           5
                                                   -----         ------
               Total                                 251            276          (9)
                                                   =====         ======

Average natural gas sales price
    (per MCF)
        United States                              $2.24          $2.79         (20)
        North Sea                                   2.93           2.98          (2)
           Average                                 $2.36          $2.82         (16)

</TABLE>


Chemicals -

Chemicals'  first-quarter 1998 operating profit was $21.9 million on revenues of
$178.2 million,  compared with operating  profit of $15.2 million on revenues of
$183.4 million for the same 1997 quarter.  Revenues  decreased  primarily due to
lower  sales  volumes  for  pigment and  manganese  products  and lower  pigment
licensing  revenue  partially  offset by higher  pigment sales prices and higher
prices  for forest  products  treatment  services.  Operating  profit  increased
primarily due to higher pigment sales prices.

Coal -

First-quarter  1998 coal operating profit was $10.7 million on revenues of $78.1
million,  compared with  operating  profit of $15.3 million on revenues of $84.2
million.  Revenues  declined  primarily  due  to  lower  average  sales  prices.
Operating profit decreased  primarily due to lower revenues  partially offset by
lower unit production costs.



Financial Condition

At March 31,  1998,  the  company's  net  working  capital  position  was $265.5
million,  compared with $165.5  million at December 31, 1997.  The current ratio
was 1.5 to 1 at March 31, 1998, compared with 1.3 to 1 at December 31, 1997, and
1.8 to 1 at March 31,  1997.  The  company's  percentage  of total debt to total
capitalization  was 33% at March 31,  1998,  compared  with 29% at December  31,
1997, and 32% at March 31, 1997.

The company had unused lines of credit and revolving  credit  facilities of $741
million at March 31, 1998. Of this amount,  $355 million and $265 million can be
used to support commercial paper borrowings of Kerr-McGee Credit Corporation and
Kerr-McGee Oil (U.K.) PLC, respectively.

On March 31, 1998,  Kerr-McGee  Chemical GmbH, a wholly owned limited  liability
company in the  Federal  Republic of Germany,  entered  into a revolving  credit
agreement with ABN Amro Bank, N.V.,  Frankfurt Branch, to provide  borrowings up
to U.S.  $150 million or its Deutsche  Mark  equivalent at varying rates through
November 30, 1998.  The company is the  guarantor of the  agreement.  A total of
U.S. $110 million was outstanding at March 31, 1998.

First-quarter 1998 cash capital expenditures,  excluding  acquisitions,  totaled
$88.8  million,  compared  with $67.2  million  for the same  period  last year.
Exploration  and  production  expenditures,  principally  in the Gulf of Mexico,
North Sea and offshore China, were 79% of the 1998 total.  Chemical expenditures
were 13% of the 1998 amount.  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.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         None

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

     (a) The 1998 annual meeting of stockholders was held on May 12, 1998.

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

         (1)   Following are the directors elected at the  1998  annual  meeting
               and the tabulation of votes related to each nominee.
                                                                       Votes
                                                    Affirmative      Withheld

               Paul M. Anderson                    42,690,934         25,042
               Luke R. Corbett                     42,689,070         26,906
               Martin C. Jischke                   42,695,934         20,042
               Tom J. McDaniel                     42,711,620          4,356
               William C. Morris                   42,712,095          3,881
               John J. Murphy                      42,692,929         23,047
               Leroy C. Richie                     42,679,537         36,439
               Richard M. Rompala                  42,697,793         18,183
               Farah M. Walters                    42,683,753         32,223

         (2)   The stockholders  ratified the appointment of Arthur Andersen LLP
               as independent public accountant for 1998. Affirmative votes were
               42,223,296;  negative  votes were  157,470 and  abstentions  were
               648,932.

         (3)   The  stockholders  approved  the 1998 Long Term  Incentive  Plan.
               Affirmative votes were 37,152,357;  negative votes were 5,558,656
               and abstentions were 318,685.

         (4)   The stockholders approved the Annual Incentive Compensation Plan.
               Affirmative votes were 39,380,701;  negative votes were 3,242,296
               and abstentions were 406,701.

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

     (a) Exhibits -

     Exhibit No.

       4.6     The  company  agrees to furnish to the  Securities  and  Exchange
               Commission,  upon request, a copy of the U.S. $150 million or its
               Deutsche Mark equivalent  credit  agreement dated March 31, 1998,
               between  Kerr-McGee  Chemical  GmbH  and  ABN  Amro  Bank,  N.V.,
               Frankfurt Branch, providing for revolving credit through November
               30, 1998.

      10.3     The Kerr-McGee Annual Incentive Compensation Plan.

      10.4     The Kerr-McGee 1998 Long Term Incentive Plan.

      27.0     Financial Data Schedule

     (b) Reports on Form 8-K

         On January 22, 1998, the company filed a report on Form 8-K in which it
         reported:  1)  Kerr-McGee  Chemical  LLC entered  into an  agreement to
         initially  acquire  an 80%  interest  in Bayer AG's  European  titanium
         dioxide pigment marketing,  research and development, and manufacturing
         activities  in  Uerdingen,   Germany,  and  Antwerp,  Belgium,  and  2)
         Kerr-McGee  Chemical  LLC  signed  a  letter  of  intent  with  Finnish
         Chemicals  Oy  to  sell  substantially  all  of  its  electrolytic  and
         specialty chemical businesses.

         On March 5, 1998,  the  company  filed a report on Form 8-K  announcing
         Kerr-McGee Chemical LLC signed an agreement to sell its forest products
         operations.  The agreement in principle covers marketing and operations
         at the company's six crosstie-treating plants.

         On March 13, 1998,  the company  filed a report on Form 8-K in which it
         reported:  1)  Kerr-McGee  Chemical LLC closed the sale of its ammonium
         perchlorate  business to AMPAC,  Inc., a subsidiary of American Pacific
         Corporation  of Las Vegas,  Nevada,  and 2) the company and Gulf Canada
         Resources Limited announced that the companies have signed a definitive
         agreement  under  which Gulf  Canada  Resources  Limited  will sell its
         United Kingdom North Sea operations to Kerr-McGee.

         On March 31, 1998,  the company  filed a report on Form 8-K  announcing
         that  Kerr-McGee  Chemical  LLC closed  the  purchase  of the  European
         titanium dioxide pigment business from Bayer AG.




                                    SIGNATURE

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


                             KERR-McGEE CORPORATION


Date May 14, 1998                           By:   (Deborah A. Kitchens)
     ------------                                 ---------------------
                                                  Deborah A. Kitchens
                                                   Vice President and Controller
                                                   and Chief Accounting Officer