UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 10-Q

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

                  For the Quarterly Period Ended March 31, 2001

                                       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 73102
              (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 March 31,
2001: 94,773,086



                         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)                       2001             2000
                                                                  --------           ------

<S>                                                               <C>                <C>
Sales                                                             $1,057.5           $886.5
                                                                  --------           ------

Costs and Expenses
  Costs and operating expenses                                       307.2            266.4
  Selling, general and administrative expenses                        55.2             50.1
  Shipping and handling expenses                                      29.5             21.4
  Depreciation and depletion                                         177.3            170.6
  Exploration, including dry holes and
    amortization of undeveloped leases                                50.2             44.0
  Taxes, other than income taxes                                      33.0             30.2
  Interest and debt expense                                           44.4             57.2
                                                                  --------           ------
        Total Costs and Expenses                                     696.8            639.9
                                                                  --------           ------

                                                                     360.7            246.6
Other Income                                                         204.1             28.6
                                                                  --------           ------

Income before Income Taxes                                           564.8            275.2
Taxes on Income                                                     (209.8)           (90.0)
                                                                  --------           ------

Income before Change in Accounting Principle                         355.0            185.2
Cumulative Effect of Change in Accounting Principle (net
  of benefit for income taxes of $10.8)                              (20.3)               -
                                                                  --------           ------
Net Income                                                        $  334.7           $185.2
                                                                  ========           ======

Net Income per Common Share
  Basic -
    Income before cumulative effect of change
      in accounting principle                                     $   3.75           $ 2.04
    Cumulative effect of change in accounting
      principle                                                       (.21)               -
                                                                  --------           ------
        Total                                                     $   3.54           $ 2.04
                                                                  ========           ======

  Diluted -
    Income before cumulative effect of change
      in accounting principle                                     $   3.40           $ 1.94
    Cumulative effect of change in accounting
      principle                                                       (.19)               -
                                                                  --------           ------
        Total                                                     $   3.21           $ 1.94
                                                                  ========           ======

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)                                                2001              2000
                                                                ---------      ------------

<S>                                                              <C>               <C>
ASSETS
------
Current Assets
  Cash                                                           $  235.9          $  144.0
  Notes and accounts receivable                                     608.4             666.8
  Inventories                                                       411.0             390.9
  Deposits and prepaid expenses                                     119.6             113.1
                                                                 --------          --------
      Total Current Assets                                        1,374.9           1,314.8
                                                                 --------          --------

Property, Plant and Equipment                                    13,088.1          12,770.4
  Less reserves for depreciation, depletion
    and amortization                                              7,542.9           7,387.0
                                                                 --------          --------
                                                                  5,545.2           5,383.4
                                                                 --------          --------

Investments and Other Assets                                        961.8             967.8
                                                                 --------          --------

                                                                 $7,881.9          $7,666.0
                                                                 ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
  Short-term borrowings                                          $    7.6          $    5.8
  Accounts payable                                                  683.5             637.7
  Long-term debt due within one year                                187.9             175.2
  Other current liabilities                                         607.8             530.3
                                                                 --------          --------
      Total Current Liabilities                                   1,486.8           1,349.0
                                                                 --------          --------

Long-Term Debt                                                    2,022.7           2,243.7
                                                                 --------          --------

Deferred Credits and Reserves                                     1,604.6           1,440.4
                                                                 --------          --------

Stockholders' Equity
  Common stock, par value $1 - 300,000,000
    Shares authorized, 101,605,176 shares issued at
    3-31-01 and 101,417,309 shares issued at 12-31-00               101.6             101.4
  Capital in excess of par value                                  1,660.9           1,655.4
  Preferred stock purchase rights                                      .9                .9
  Restricted stock                                                   11.5               5.0
  Retained earnings                                               1,525.8           1,233.0
  Accumulated other comprehensive income                            (60.3)            113.1
  Common shares in treasury, at cost - 6,832,090
    Shares at 3-31-01 and 6,932,790 at 12-31-00                    (377.9)           (383.4)
  Deferred compensation                                             (94.7)            (92.5)
                                                                 --------          --------
      Total Stockholders' Equity                                  2,767.8           2,632.9
                                                                 --------          --------

                                                                 $7,881.9          $7,666.0
                                                                 ========          ========

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)                                                        2001               2000
                                                                          -------            -------

<S>                                                                       <C>                <C>
Operating Activities
--------------------
Net income                                                                $ 334.7            $ 185.2
Adjustments to reconcile net income to net cash
  provided by operating activities -
    Depreciation, depletion and amortization                                191.0              184.3
    Dry hole costs                                                           20.3               17.1
    Deferred income taxes                                                    47.0              (21.3)
    Provision for environmental remediation and
      restoration of inactive sites, net of reimbursement                     3.6                2.0
    Gain on sale and retirement of assets                                    (1.1)               (.3)
    Noncash items affecting net income                                     (162.0)               6.3
    Other net cash provided by (used in) operating activities               109.5             (126.7)
                                                                          -------            -------
        Net Cash Provided by Operating Activities                           543.0              246.6
                                                                          -------            -------

Investing Activities
--------------------
Capital expenditures                                                       (371.8)             (67.1)
Dry hole expense                                                            (20.3)             (17.1)
Acquisitions                                                                (23.8)            (566.5)
Other investing activities                                                   (5.7)              (2.9)
                                                                          -------            -------
        Net Cash Used in Investing Activities                              (421.6)            (653.6)
                                                                          -------            -------

Financing Activities
--------------------
Issuance of long-term debt                                                   81.0              926.2
Repayment of long-term debt                                                 (80.1)            (594.0)
Increase in short-term borrowings                                             1.8              201.5
Issuance of common stock                                                     11.0              366.8
Dividends paid                                                              (42.5)             (38.9)
                                                                          -------            -------
        Net Cash Provided by (Used in) Financing Activities                 (28.8)             861.6
                                                                          -------            -------

Effects of Exchange Rate Changes on Cash and Cash Equivalents                 (.7)               3.7
                                                                          -------            -------

Net Increase in Cash and Cash Equivalents                                    91.9              458.3

Cash and Cash Equivalents at Beginning of Period                            144.0              266.6
                                                                          -------            -------

Cash and Cash Equivalents at End of Period                                $ 235.9            $ 724.9
                                                                          =======            =======


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






                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001

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.   In June 1998, the Financial Accounting Standards Board issued Statement No.
     133,  "Accounting for Derivative  Instruments and Hedging  Activities" (FAS
     133).   The  statement  as  amended   requires   recording  all  derivative
     instruments as assets or  liabilities,  measured at fair value.  Kerr-McGee
     adopted this  standard on January 1, 2001,  by recording  the fair value of
     all the foreign  currency  forward  purchase  and sales  contracts,  and by
     separating and recording the fair value of the options  associated with the
     company's debt exchangeable for stock of Devon Energy  Corporation  (Devon)
     presently  owned by the  company.  In adopting  the  standard,  the company
     recognized  an  expense of $20.3  million  in the 2001  first  quarter as a
     cumulative  effect of the accounting  change.  Also, in accordance with FAS
     133,  the company  chose to  reclassify  85% of the Devon  shares  owned to
     "trading"  from the  "available  for sale"  category  of  investments.  The
     portion  of  the  stock   investment   now   classified   as  "trading"  is
     marked-to-market   through  income  each  month.  The  company   recognized
     after-tax income totaling $117.9 million for the unrealized appreciation on
     the Devon shares reclassified to trading.

     From  time to  time, the company  enters into  forward contracts to buy and
     sell  foreign  currencies.   Certain   of  these  contracts  (purchases  of
     Australian  dollars  and  British  pound sterling) have been designated and
     have qualified as cash flow hedges of the company's anticipated future cash
     flow needs for a portion of its capital  expenditures and operating  costs.
     These forward contracts  generally have durations of less than three years.
     The  resulting  changes  in  fair  value of these contracts are recorded in
     accumulated other comprehensive income. The amounts  in  accumulated  other
     comprehensive  income,  $30.9  million  loss  at  March 31,  2001,  will be
     recognized in earnings in the periods  during  which the hedged  forecasted
     transactions affect earnings (i.e., when the forward contracts close in the
     case  of  a  hedge  of  operating  costs  and  when  the  hedged assets are
     depreciated in the case of a hedge of capital expenditures).  In  the first
     quarter of 2001, the company reclassified $2.2 million of losses on forward
     contracts from accumulated other comprehensive income to operating expenses
     in the income statement.  Of the  existing  net losses at  March 31,  2001,
     approximately $11.6 million will be reclassified into  earnings during  the
     next 12 months, assuming no further changes in fair value of the contracts.
     No hedges  were  discontinued  during the first quarter, and since  forward
     exchange  rates are used to measure the  derivative  values and the forward
     contracts have not been closed early, no ineffectiveness was recognized.

     The  company  has  entered  into  other  forward  contracts to sell foreign
     currencies  collected  as a result of pigment sales  denominated in foreign
     currencies, primarily European currencies.  These  contracts have  not been
     designated as hedges even though they do protect the company  from  changes
     in foreign currency rate changes.  Almost  all of  the pigment  receivables
     have been sold in an asset  securitization program at their equivalent U.S.
     dollar value at the date the  receivables are sold.   However, the  company
     retains the risk of foreign currency rate changes between  the date of sale
     and collection of the receivables.


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)                        2001            2000
                                                  -----          ------

      Income tax payments                         $84.3          $ 70.5
      Less refunds received                        (5.7)          (20.5)
                                                  -----          ------
      Net income tax payments                     $78.6          $ 50.0
                                                  =====          ======

      Interest payments                           $34.3          $ 29.7
                                                  =====          ======

D.   During the first quarter of 2001 and 2000,  comprehensive income was $279.2
     million and $232.6 million, respectively.

     The company has certain investments that are considered to be 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 at March 31,  2001,  or
     December   31,   2000.   At  March  31,   2001,   and  December  31,  2000,
     available-for-sale securities for which fair value can be determined are as
     follows:

<TABLE>
<CAPTION>

                                                        March 31, 2001                        December 31, 2000
                                                 -----------------------------          ------------------------------
                                                                       Gross                                   Gross
                                                                    Unrealized                              Unrealized
                                                 Fair                  Holding          Fair                   Holding
      (Millions of dollars)                      Value     Cost          Gain           Value      Cost    Gain (Loss)
                                                 -----     ----     ----------          -----      ----    -----------

      <S>                                        <C>      <C>           <C>            <C>        <C>           <C>
      Equity Securities                          $88.4    $31.9         $56.5          $606.9     $208.8        $398.1
      Exchangeable debt (1)                          -        -             -           514.3      330.3        (184.0)
      U.S. government obligations -
        Maturing within one year                   2.1      2.1             -             1.9        1.9             -
        Maturing between one year
         and four years                            4.3      4.3             -             4.3        4.3             -
                                                                        -----                                   ------
             Total                                                      $56.5                                   $214.1
                                                                        =====                                   ======
</TABLE>
     (1)  With the adoption of FAS 133, the exchangeable debt  and  its embedded
     option  features  were  separated.   The  debt  is  now  recorded  in   the
     Consolidated Balance Sheet at face value less unamortized  discount and the
     options associated  with the  exchangeable  features of the debt have  been
     recorded separately as derivatives at fair value (see Note B).

E.   Investments in equity  affiliates  totaled $41.7 million at March 31, 2001,
     and $40.5  million at  December  31,  2000.  Equity  income  related to the
     investments  is included in Other Income in the  Consolidated  Statement of
     Income and totaled $1.6 million and $5.6 million for the three months ended
     March 31, 2001 and 2000, respectively.

F.   The  following  tables  set forth  the  computation  of basic  and  diluted
     earnings  per share (EPS) for the  three-month  period ended March 31, 2001
     and 2000.

<TABLE>
<CAPTION>
                                                               For the Three Months Ended March 31,
                                            ----------------------------------------------------------------------------
                                                          2001                                       2000
                                            ---------------------------------          ---------------------------------
     (In millions, except                                           Per-Share                                  Per-Share
     per-share amounts)                       Income       Shares     Income           Income      Shares        Income
                                              ------       ------     ------           ------      ------        ------
     <S>                                      <C>           <C>        <C>              <C>           <C>         <C>
     Basic EPS                                $334.7        94.7       $3.54            $185.2        90.7        $2.04
                                                                       =====                                      =====

     Effect of Dilutive Securities:
     5 1/4% convertible debentures               5.3         9.8                           3.0         5.4
     7 1/2% convertible debentures               2.2         1.7                           2.3         1.8
     Stock options                                 -          .3                             -          .2
                                              ------       -----                        ------        ----
     Diluted EPS                              $342.2       106.5       $3.21            $190.5        98.1        $1.94
                                              ======       =====       =====            ======        ====        =====
</TABLE>

G.   In December 2000, the company began an accounts receivable monetization for
     its pigment business through the sale of selected accounts  receivable in a
     credit-insurance-backed  asset securitization program. The company retained
     servicing  responsibilities  and subordinated  interests and will receive a
     servicing  fee of 1.07% of the  receivables  sold  for the  period  of time
     outstanding,  generally  60 to  120  days.  No  recourse  obligations  were
     recorded  since the company has very limited  obligations  for any recourse
     actions on the sold  receivables.  The  collection  of the  receivables  is
     insured,  and only  receivables  that qualify for credit  insurance  can be
     sold. A portion of the  insurance is  reinsured  by the  company's  captive
     insurance company; however, the company believes that the risk of insurance
     loss is very  low  since  its bad debt  experience  has  historically  been
     insignificant. The company received preference stock in the special-purpose
     entity  equal to 3.5% of the  receivables  sold.  The  preference  stock is
     essentially a retained deposit to provide further credit  enhancements,  if
     needed, but otherwise recoverable by the company at the end of the program.

     During  the 2001 first  quarter,  the  company  sold $152.8  million of its
     pigment receivables, resulting in pretax losses of $2.6 million. The losses
     were equal to the difference in the book value of the receivables  sold and
     the total of cash and the  fair  value  of  the  deposit  retained  by  the
     special-purpose  entity.  At March 31,  2001,  the  outstanding  balance on
     receivables sold totaled $108.8 million.  No credit losses or delinquencies
     occurred on the sold receivables during the first quarter of 2001.

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 three 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,
     which  cannot  exceed $26  million  per year.  Initially,  all  storage fee
     payments  were  reimbursed  to  Chemical  as  decommissioning   costs  were
     incurred.  Chemical was 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.  The EPA previously issued unilateral administrative orders for
     the other two areas (known as the residential areas and Reed-Keppler Park),
     which require Chemical to conduct removal actions to excavate  contaminated
     soils and ship the soils elsewhere for disposal. Without waiving any of its
     rights or defenses,  Chemical is  conducting  the work  required by the two
     orders. Chemical has completed the required excavation and restoration work
     at the  park  site,  and will be  monitoring  the site  pending  final  EPA
     approval.

     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   March 31, 2001,  Chemical  has   been   reimbursed
     approximately $135 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  estimate  reliably  the   amount  and  timing  of  all future
     expenditures   related   to   environmental  and  legal  matters and  other
     contingencies because:

       *  some sites are in the early stages of  investigation,  and other sites
          may be identified in the future;

       *  cleanup  requirements are difficult to predict at sites where remedial
          investigations  have not been  completed or final  decisions  have not
          been  made  regarding  cleanup  requirements,  technologies  or  other
          factors that bear on cleanup costs;

       *  environmental  laws frequently  impose joint and several  liability on
          all  potentially  responsible  parties,  and it can  be  difficult  to
          determine  the number and  financial  condition  of other  potentially
          responsible  parties  and their  share of  responsibility  for cleanup
          costs; and

       *  environmental laws and regulations are continually changing, and court
          proceedings are inherently uncertain.

     As of March 31, 2001,  the company has reserves  totaling  $205 million for
     cleaning up and remediating  environmental sites, reflecting the reasonably
     estimable costs for addressing these sites.  This includes $100 million for
     the West Chicago sites.  Cumulative expenditures at all environmental sites
     through March 31, 2001,  total $808  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 2001 Results with 2000 Results

CONSOLIDATED OPERATIONS

Net  income  in  the first quarter of 2001 totaled $334.7 million, compared with
$185.2 million for the same 2000 period. First-quarter 2001 operating profit was
$424.3  million,  compared  with  $328.4  million  in the same 2000 quarter. The
increase  in  operating profit was primarily due to significantly higher natural
gas sales prices, improved  results  from  the integrated titanium dioxide joint
venture in  Australia, income  from  the Savannah, Ga., and Botlek, Netherlands,
pigment facilities  acquired  in the second quarter of 2000, and higher European
pigment sales  prices. Partially offsetting these increases were lower crude oil
sales prices  and  volumes, lower natural gas sales  volumes, higher exploration
expense, higher pigment production costs at the Hamilton, Miss., plant and lower
forest products results.

The  first-quarter 2001  other  income  totaled  $140.5 million,  compared  with
expense of $53.2 million in the same 2000 period. Other income in the 2001 first
quarter  included  a  pretax  special gain of $181.4 million associated with the
reclassification  of  85% of  the  company's investment in Devon common stock to
"trading" from "available for sale" (see Note B). Excluding special items, other
expense totaled  $40.9 million in the first quarter of 2001, compared with $47.7
million  in  the  same  2000  quarter. The  decrease  in the 2001 quarter is due
primarily to a decrease in net interest expense as the company's debt levels are
substantially lower than a year ago.

The income tax provision was $209.8 million for the 2001 first quarter, compared
with  $90  million  for  the 2000 period. The provision for the first quarter of
2001  included  $63.5  million of tax expense related to the reclassification of
the  Devon  stock.  The  remainder  of  the  increase is due primarily to higher
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 2001, compared with the same period last year.

                                                    Three Months Ended
                                                         March 31,
(Millions of dollars)                              2001                2000
                                               --------              ------

Sales
  Exploration and production                   $  762.2              $641.0
  Chemicals - Pigment                             248.2               191.2
  Chemicals - Other                                47.1                54.3
                                               --------              ------
      Total Sales                              $1,057.5              $886.5
                                               ========              ======

Operating Profit
  Exploration and production                   $  411.0              $292.1
  Chemicals - Pigment                              36.4                32.3
  Chemicals - Other                               (23.1)                4.0
                                               --------              ------
      Total Operating Profit                      424.3               328.4

Other Income (Expense)                            140.5               (53.2)
                                               --------              ------

Income before Income Taxes                        564.8               275.2

Taxes on Income                                  (209.8)              (90.0)
                                               --------              ------
Income before Change in
  Accounting Principle                            355.0               185.2

Cumulative Effect of Change in Accounting
  Principle, Net of Income Taxes                  (20.3)                  -
                                               --------              ------

Net Income                                     $  334.7              $185.2
                                               ========              ======



Exploration and Production -

First-quarter  2001  operating  profit  was  $411  million, compared with $292.1
million  for  the  same  2000  quarter.  The  increase  in  operating profit was
primarily  due  to  higher  natural  gas sales prices, partially offset by lower
crude oil sales volumes and prices, lower  natural gas sales volumes, and higher
exploration costs.

Revenues were $762.2 million and $641 million for  the three months ended  March
2001 and 2000, respectively.  The  following  table shows  the company's average
crude oil and natural gas sales prices and volumes for the first quarter of 2001
and 2000.

                                                       Three Months Ended
                                                            March 31,
                                                      2001             2000
                                                    ------           ------

Crude oil and condensate sales
(thousands of bbls/day)
  Domestic
    Offshore                                          56.3             57.6
    Onshore                                           19.7             17.6
  North Sea                                          109.7            124.1
  Other International                                 16.2             12.6
                                                    ------           ------
        Total                                        201.9            211.9
                                                    ======           ======

Average crude oil sales price (per barrel)
  Domestic
    Offshore                                        $25.03           $25.78
    Onshore                                          27.57            27.71
  North Sea                                          24.91            26.47
  Other International                                23.18            24.22
        Average                                     $25.06           $26.25

Natural gas sold (MMCF/day)
  Domestic
    Offshore                                           281              294
    Onshore                                            163              169
  North Sea                                             68               71
                                                    ------           ------
        Total                                          512              534
                                                    ======           ======

Average natural gas sales price (per MCF)
  Domestic
    Offshore                                         $7.07            $2.62
    Onshore                                           7.12             2.84
  North Sea                                           3.22             2.09
        Average                                      $6.58            $2.62


Chemicals - Pigment

Operating  profit  in  the  2001  first quarter was $36.4 million on revenues of
$248.2  million, compared  with $32.3 million  on revenues of $191.2 million for
the same 2000 period. Revenues for the 2001 first quarter  increased  due to the
sales  from  the  Savannah,  Ga., and  Botlek, Netherlands,  pigment  facilities
acquired in the second quarter of 2000 and higher European pigment sales prices.
First-quarter 2001 operating profit increased primarily due to  higher  revenues
and lower production costs from the integrated titanium dioxide joint venture in
Australia, partially offset by higher pigment  production cost at the  Hamilton,
Miss., facility and lower sales volumes from the Hamilton, Australian and German
pigment facilities.

Chemicals - Other

Operating loss in the 2001 first quarter was $23.1 million on  revenues of $47.1
million,  compared with  operating profit  of $4  million on  revenues of  $54.3
million for the 2000 period. The 2001 first quarter included a special charge of
$24.9 million for the termination of manganese metal production at the company's
Hamilton, Miss., electrolytic chemical facility. The charge is primarily related
to plant and equipment write-offs and other closing costs, including  severance.
Excluding this special charge, the 2001 operating  profit  totaled $1.8 million.
Revenues  decreased  in  the 2001 first quarter primarily due to lower manganese
dioxide  and  forest  products  sales volumes, partially offset by higher forest
products sales prices. Excluding  special  items, operating  profit for the 2001
first  quarter  declined due  to  lower revenues and higher production costs for
forest products.

Financial Condition

At March 31, 2001,  the  company's net working  capital  position was a negative
$111.9 million, compared with a positive $658.3 million at March 31, 2000, and a
negative  $34.2  million at December 31, 2000.  The current ratio was .9 to 1 at
March  31,  2001,  compared  with 1.7 to 1 at March  31,  2000,  and 1.0 to 1 at
December  31,  2000.  The negative  working  capital at March 31,  2001,  is not
indicative of a lack of liquidity as the company  maintains  sufficient  current
assets to settle current  liabilities  when due.  Additionally,  the company has
significant  unused lines of credit and revolving credit facilities as discussed
below.  Current  asset  balances  are  minimized  as one way to finance  capital
expenditures and lower borrowing costs.

The  company's percentage of net debt (debt less cash) to capitalization was 42%
at  March 31, 2001, compared with 54% at March 31, 2000, and 46% at December 31,
2000. The company had unused lines of credit and  revolving credit facilities of
$1,480.2 million at March 31, 2001. Of this amount, $820 million can  be used to
support commercial  paper  borrowings of Kerr-McGee Credit LLC and $490  million
can be  used  to  support euro  commercial paper borrowings of Kerr-McGee (G.B.)
PLC, Kerr-McGee Chemical GmbH, Kerr-McGee Pigments (Holland) B.V. and Kerr-McGee
International ApS.

Capital expenditures for the  first  three  months of 2001, excluding  dry  hole
costs and acquisitions, totaled  $371.8 million, compared with $67.1 million for
the same period last year. Exploration and production  expenditures, principally
in the Gulf of Mexico and North Sea, were  92%  of  the  2001  total. Chemical -
pigment expenditures were 7% of the 2001 total. Chemical - other  and  corporate
incurred the remaining 1% 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.

          None

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

    (a)   The 2001 annual meeting of stockholders was held on May 8, 2001

    (b)   Directors elected at the 2001 annual meeting were the following:

                William E. Bradford               William C. Morris
                Luke R. Corbett                   Farah M. Walters
                David C. Genever-Watling

          Directors whose term of office continues after the 2001 annual meeting
          were the following:

                John J. Murphy                    Sylvia A. Earle
                Matthew R. Simmons                Martin C. Jischke
                Ian L. White-Thomson              Leroy C. Richie

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

          (1)   Following  are  the directors elected at the 2001 annual meeting
                and the tabulation of votes related to each nominee.
                                                                        Votes
                                                    Affirmative       Withheld
                                                    -----------       --------
                William E. Bradford                 80,448,779         840,746
                Luke R. Corbett                     80,448,167         841,358
                David C. Genever-Watling            80,456,152         833,373
                William C. Morris                   80,414,357         875,167
                Farah M. Walters                    80,447,328         842,197

          (2)   The stockholders ratified the appointment of Arthur Andersen LLP
                as  independent  public accountants for 2001. Affirmative  votes
                were  80,421,945; negative  votes  were  541,062 and abstentions
                were 326,517.

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

    (a)   Exhibits -

          None

    (b)   Reports on Form 8-K -

          On January 17, 2001, the company filed a report on Form 8-K announcing
          a  conference  call  to  discuss its fourth-quarter 2000 financial and
          operating results.

          On  February 20, 2001,  the  company  filed  a  report   on   Form 8-K
          announcing a conference call to discuss its interim first-quarter 2001
          operating results.

          On March 19, 2001, the company filed a report on Form 8-K announcing a
          conference  call  to  discuss its interim first-quarter 2001 operating
          results.

          On March 23, 2001, the company filed a report on  Form 8-K  announcing
          the mailing of its 2000 Annual Report and 2001 Proxy Material.

          On April 10, 2001, the company filed a report on Form 8-K announcing a
          conference  call  to  discuss  its  first-quarter  2001  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  May 11, 2001                By:      (Deborah A. Kitchens)
        ------------                         ---------------------
                                              Deborah A. Kitchens
                                                Vice President and Controller
                                                and Chief Accounting Officer