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, 2000

                                       OR

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

                        For the Transition Period from to

                          Commission File Number 1-3939


                             KERR-McGEE CORPORATION
             (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,
2000: 94,136,448




                         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)                               2000             1999
                                                                            -----------------------

<S>                                                                         <C>             <C>
Sales                                                                       $875.6          $ 488.6
                                                                            ------          -------
Costs and Expenses
    Costs and operating expenses                                             277.0            225.4
    Selling, general and administrative expenses                              50.0             52.7
    Depreciation and depletion                                               170.6            131.2
    Exploration, including dry holes and
        amortization of undeveloped leases                                    44.0             28.8
    Taxes, other than income taxes                                            30.2             15.3
    Merger costs                                                                 -            155.1
    Interest and debt expense                                                 57.2             44.7
                                                                            ------          -------
           Total Costs and Expenses                                          629.0            653.2
                                                                            ------          -------

                                                                             246.6           (164.6)
Other Income                                                                  28.6             14.0
                                                                            ------          -------

Income (Loss) before Income Taxes                                            275.2           (150.6)
Taxes on Income                                                              (90.0)            44.1
                                                                            ------          -------

Income (Loss) before Change in Accounting Principle                          185.2           (106.5)
Cumulative Effect of Change in Accounting Principle
 (net of benefit for income taxes of $2.2)                                       -             (4.1)
                                                                            ------          -------
Net Income (Loss)                                                           $185.2          $(110.6)
                                                                            ======          =======

Net Income (Loss) per Common Share
    Basic -
        Income before cumulative effect of change in
           accounting principle                                             $ 2.04          $ (1.23)
        Cumulative effect of change in accounting principle                      -             (.05)
                                                                            ------          -------
               Total                                                        $ 2.04          $ (1.28)
                                                                            ======          =======

    Diluted -
        Income before cumulative effect of change in
           accounting principle                                             $ 1.94          $ (1.23)
        Cumulative effect of change in accounting principle                      -             (.05)
                                                                            ------          -------
               Total                                                        $ 1.94          $ (1.28)
                                                                            ======          =======

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)                                                 2000              1999
                                                                ----------------------------

<S>                                                              <C>               <C>
ASSETS
Current Assets
    Cash                                                         $   724.9         $   266.6
    Notes and accounts receivable                                    524.3             500.9
    Inventories                                                      282.7             280.9
    Deposits and prepaid expenses                                    105.5             112.2
                                                                 ---------         ---------
        Total Current Assets                                       1,637.4           1,160.6
                                                                 ---------         ---------

Property, Plant and Equipment                                     11,831.0          11,049.3
    Less reserves for depreciation,
       depletion and amortization                                  7,103.6           6,964.4
                                                                 ---------         ---------
                                                                   4,727.4           4,084.9
                                                                 ---------         ---------

Investments and Other Assets                                         829.8             653.7
                                                                 ---------         ---------

                                                                 $ 7,194.6         $ 5,899.2
                                                                 =========         =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
    Short-term borrowings                                        $   210.5         $     9.0
    Accounts payable                                                 261.7             403.7
    Long-term debt due within one year                                21.5              20.1
    Other current liabilities                                        485.4             407.3
                                                                 ---------         ---------
        Total Current Liabilities                                    979.1             840.1
                                                                 ---------         ---------

Long-Term Debt                                                     2,910.1           2,496.0
                                                                 ---------         ---------

Deferred Credits and Reserves                                      1,252.3           1,070.7
                                                                 ---------         ---------

Stockholders' Equity
    Common stock, par value $1 - 300,000,000
        shares authorized, 101,067,501 shares issued at
        3-31-00 and 93,494,186 shares issued at 12-31-99             101.0              93.5
    Capital in excess of par value                                 1,640.3           1,284.0
    Preferred stock purchase rights                                     .9                .5
    Restricted stock                                                   5.0                .2
    Retained earnings                                                718.6             576.0
    Accumulated other comprehensive income                            92.8              45.4
    Common shares in treasury, at cost - 6,931,990
        shares at 3-31-00 and 7,010,790 at 12-31-99                 (383.4)           (387.8)
    Deferred compensation                                           (122.1)           (119.4)
                                                                 ---------         ---------
        Total Stockholders' Equity                                 2,053.1           1,492.4
                                                                 ---------         ---------

                                                                 $ 7,194.6         $ 5,899.2
                                                                 =========         =========

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

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



<TABLE>

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

<CAPTION>


                                                                        Three Months Ended
                                                                             March 31,
(Millions of dollars)                                                  2000              1999
                                                                    -------------------------

<S>                                                                 <C>               <C>
Operating Activities
Net income (loss)                                                   $ 185.2           $(110.6)
Adjustments to reconcile net income to net cash
    provided by operating activities -
        Depreciation, depletion and amortization                      184.3             141.5
        Dry hole costs                                                 17.1               4.8
        Deferred income taxes                                         (21.4)              3.5
        (Gain) loss on sale and retirement of assets                    (.3)              1.8
        Noncash items affecting net income                              8.2             148.1
        Other net cash used in operating activities                  (102.1)           (127.0)
                                                                    -------           -------
           Net Cash Provided by Operating Activities                  271.0              62.1
                                                                    -------           -------

Investing Activities
Capital expenditures                                                 (108.7)           (139.1)
Acquisitions                                                         (566.5)                -
Other investing activities                                             (2.8)             (8.8)
                                                                    -------           -------
           Net Cash Used in Investing Activities                     (678.0)           (147.9)
                                                                    -------           -------

Financing Activities
Issuance of long-term debt                                            926.2             619.3
Repayment of long-term debt                                          (594.0)           (345.3)
Increase (decrease) in short-term borrowings                          201.5             (24.5)
Issuance of common stock                                              366.8                 -
Dividends paid                                                        (38.9)            (21.2)
Other financing activities                                                -             (41.9)
                                                                    -------           -------
           Net Cash Provided by Financing Activities                  861.6             186.4
                                                                    -------           -------

Effects of Exchange Rate Changes on Cash and Cash Equivalents           3.7             (13.1)
                                                                    -------           -------

Net Increase in Cash and Cash Equivalents                             458.3              87.5

Cash and Cash Equivalents at Beginning of Period                      266.6             121.0
                                                                    -------           -------

Cash and Cash Equivalents at End of Period                          $ 724.9           $ 208.5
                                                                    =======           =======


The accompanying notes are an integral part of this statement.

</TABLE>




                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000



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

B.   Effective  January 1, 1999, the company adopted Statement of Position (SOP)
     No. 98-5, "Reporting on the Costs of Start-Up Activities." The SOP requires
     costs of  start-up  activities  to be  expensed  as  incurred.  Unamortized
     start-up  costs at the beginning of the year were required to be recognized
     as cumulative effect of a change in accounting  principle,  which increased
     the first-quarter 1999 after-tax loss by $4.1 million.

     In June 1998, the Financial Accounting Standards Board issued Statement No.
     133,  "Accounting for Derivative  Instruments and Hedging  Activities." The
     statement  requires  recording  all  derivative  instruments  as  assets or
     liabilities,  measured at fair value.  The standard is effective for fiscal
     years  beginning  after June 15, 2000. The company is currently  evaluating
     the impact the standard will have on the company's  results of  operations;
     however,  management  believes it will not be  material  due to the limited
     amount of derivative and hedging  activities in which the company currently
     engages.

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)                            2000              1999
                                                      ----------------------

     Income tax payments                              $70.5            $49.0
     Less refunds received                            (20.5)           (58.1)
                                                      -----            -----
     Net income tax payments (refunds)                $50.0            $(9.1)
                                                      =====            =====

     Interest payments                                $29.7            $22.8
                                                      =====            =====


D.   During the first quarter of 2000 and 1999,  comprehensive income (loss) was
     $232.6 million and $(124.8) million, respectively.

     The company has certain investments that are considered to be available for
     sale. The company also has debt that is exchangeable into equity securities
     of an investee  that are  considered  available for sale.  These  financial
     instruments  are carried in the  Consolidated  Balance Sheet at fair value,
     which is based on quoted  market  prices.  The  company  had no  securities
     classified  as held to maturity or trading at March 31,  2000,  or December
     31, 1999.  At March 31, 2000,  and  December 31, 1999,  available  for sale
     securities for which fair value can be determined are as follows:

<TABLE>
<CAPTION>

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

     <S>                                     <C>        <C>         <C>         <C>        <C>          <C>
     Equity securities                       $483.4     $208.8      $274.6      $327.2     $208.8       $118.4
     Exchangeable debt                        409.6      330.3       (79.3)      327.2      330.3          3.1
     U.S. government obligations -
       Maturing within one year                 7.1        7.1          -          4.7        4.7          -
       Maturing between one year
         and four years                         9.0        9.1          .1        11.1       10.9           .2
                                                                    ------                              ------
              Total                                                 $195.4                              $121.7
                                                                    ======                              ======
</TABLE>


E.   Investments in equity  affiliates  totaled $56.1 million at March 31, 2000,
     and $59  million  at  December  31,  1999.  Equity  income  related  to the
     investments  is included in Other Income in the  Consolidated  Statement of
     Income and totaled $5.6 million and $2.3 million for the three months ended
     March 31, 2000 and 1999, respectively.

F.   The  following  table  sets  forth the  computation  of basic  and  diluted
     earnings (loss) per share (EPS) for the three-month  period ended March 31,
     2000 and 1999.
<TABLE>
<CAPTION>

                                                           For the Three Months Ended March 31,
                                         ------------------------------------------------------------------------
                                                       2000                                    1999
                                         --------------------------------        --------------------------------
     (In millions, except                                     Per-Share                               Per-Share
     per-share amounts)                  Income   Shares    Income (Loss)        Income   Shares    Income (Loss)
                                         ------   ------    -------------        ------   ------    -------------


     <S>                                 <C>        <C>         <C>             <C>         <C>        <C>
     Basic EPS                           $185.2     90.7        $2.04           $(110.6)    86.4       $(1.28)
                                                                =====                                  ======

     Effect of Dilutive Securities:
     5 1/4% convertible debentures          3.0      5.4                              -       -
     7 1/2% convertible debentures          2.3      1.8                              -       -
     Stock options                            -       .2                              -       -
                                         ------     ----                        -------     ----
     Diluted EPS                         $190.5     98.1        $1.94           $(110.6)    86.4       $(1.28)
                                         ======     ====        =====           =======     ====       ======
</TABLE>


G.   CONTINGENCIES

     WEST CHICAGO -

     In 1973, a wholly owned subsidiary, Kerr-McGee Chemical Corporation, closed
     the  facility at West  Chicago,  Illinois,  that  processed  thorium  ores.
     Kerr-McGee  Chemical  Corporation  now operates as Kerr-McGee  Chemical LLC
     (Chemical).  Operations resulted in low-level radioactive contamination. In
     1979, Chemical filed a plan with the Nuclear Regulatory Commission (NRC) to
     decommission  the  facility.  The NRC  transferred  jurisdiction  over  the
     facility to the  State of  Illinois (the State) in 1990.   Following is 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 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 as to the
     terms and  conditions  for  completing  the final phase of  decommissioning
     work.  The State has  indicated  approval of this  agreement and has issued
     license amendments  authorizing much of the work.  Chemical expects most of
     the work to be completed within four years.

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

     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 (CERCLA)
     and has  designated  Chemical as a potentially  responsible  party in these
     four areas.  Two of the four areas are presently being studied to determine
     the extent of  contamination  and the nature of any  remedy.  These two are
     known as the Sewage  Treatment  Plant and Kress Creek.  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 cleanup of the two areas for which  unilateral
     administrative  orders  have  been  issued.  Cleanup  at the  park  site is
     essentially complete.

     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.  The court has preliminary  approved a settlement that would resolve
     the litigation on a class-wide basis. Final court approval is pending.

     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 to $140 million plus inflation adjustments. Through April
     30, 2000,  Chemical has been  reimbursed  approximately  $88 million  under
     Title X. These reimbursements are provided by congressional appropriations.

     OTHER MATTERS

     The company's current and former operations involve management of regulated
     materials and are subject to various  environmental  laws and  regulations.
     These laws and  regulations  will  obligate the company to clean up various
     sites at which petroleum,  chemicals,  low-level radioactive  substances or
     other materials have been disposed of or released. Some of these sites have
     been designated  Superfund sites by the EPA pursuant to CERCLA. The company
     and/or its subsidiaries  are also a party to a number of legal  proceedings
     involving  environmental and/or other matters pending in various courts and
     agencies.

     The company  provides  for costs  related to  contingencies  when a loss is
     probable and the amount is reasonably estimable. It is not possible for the
     company  to  reliably   estimate  the  amount  and  timing  of  all  future
     expenditures   related  to  environmental   and  legal  matters  and  other
     contingencies because of:

     -  the difficulty of predicting cleanup requirements and estimating cleanup
        costs;

     -  the uncertainty in quantifying  liability under environmental laws  that
        impose  joint  and  several  liability  on  all  potentially responsible
        parties;

     -  the  continually  changing nature of environmental laws and regulations,
        and the uncertainty inherent in legal matters.

     As of March 31,  2000,  the company has  recorded  reserves  totaling  $189
     million for cleaning up and remediating environmental sites, reflecting the
     reasonably  estimable costs for addressing these sites.  This includes $117
     million for the West Chicago sites. Management believes, after consultation
     with general  counsel,  that currently the company has reserved  adequately
     for  contingencies.  However,  additions to the reserves may be required as
     additional  information  is  obtained  that  enables  the company to better
     estimate its liability,  including liability at sites now under review, but
     cannot  now  reliably  estimate  the  amount  of  future  additions  to the
     reserves.   Cumulative  expenditures  at all sites from  inception  through
     March 31, 2000, total $687 million.

H.   During the second  quarter of 2000,  the company  finalized the  agreements
     with  Kemira  Oyj of Finland  to  purchase  its  titanium  dioxide  pigment
     operations in Savannah,  Georgia,  and Botlek,  the  Netherlands,  for $403
     million.  The  acquisition  was accounted for under the purchase  method of
     accounting for business combinations.

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

Comparison of 2000 Results with 1999 Results

CONSOLIDATED OPERATIONS

Net income in the first quarter 2000 totaled $185.2 million, compared with a net
loss of $110.6  million in the first  quarter of the prior  year.  First-quarter
2000  operating  profit was $328.4  million,  compared with $51.3 million in the
same 1999 quarter.  The increase in operating profit was primarily due to higher
crude oil and natural gas sales  prices,  higher crude oil and titanium  dioxide
pigment sales volumes and lower pigment production costs.  Partially  offsetting
were higher  depreciation and depletion  expense,  higher  exploration  expense,
higher exploration and production  operating  expenses,  lower natural gas sales
volumes and lower pigment sales prices.

Other expense for the first quarter of 2000 totaled $53.2 million, compared with
$201.9  million in the same 1999 period.  The decrease was  primarily due to the
1999 merger costs and higher equity  income,  partially  offset by lower foreign
currency transaction gains and higher net interest expense.

The income tax  provision  was $90  million  for the 2000 first  quarter,  which
includes a benefit of $9.5 million related to prior year foreign taxes, compared
with a tax benefit of $44.1 million for the 1999 period.  The 1999 first-quarter
amount  included a $44.6  million tax benefit  related to the $155.1  million in
merger costs.

SEGMENT OPERATIONS

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

                                                              Three Months Ended
                                                                   March 31,
(Millions of dollars)                                         2000         1999
                                                            -------------------

Sales
     Exploration and production                             $638.1      $ 285.8
     Chemicals - Pigment                                     184.6        150.1
     Chemicals - Other                                        52.9         52.6
                                                            ------      -------
                                                             875.6        488.5
     All other                                                   -           .1
                                                            ------      -------
         Total Sales                                        $875.6      $ 488.6
                                                            ======      =======

Operating Profit
     Exploration and production                             $292.1      $  23.2
     Chemicals - Pigment                                      32.3         26.6
     Chemicals - Other                                         4.0          1.5
                                                            ------      -------
         Total Operating Profit                              328.4         51.3

Other Expense                                                (53.2)      (201.9)
                                                            ------      -------

Income (Loss) before Income Taxes                            275.2       (150.6)

Taxes on Income                                              (90.0)        44.1
                                                            ------      -------
Income (Loss) before Change in Accounting Principle          185.2       (106.5)

Cumulative Effect of Change in Accounting
     Principle, Net of Income Taxes                              -         (4.1)
                                                            ------      -------

Net Income (Loss)                                           $185.2      $(110.6)
                                                            ======      =======


Exploration and Production -

Operating profit for the first quarter of 2000 was $292.1 million, compared with
$23.2 million for the same 1999 period.  The higher  operating  profit  resulted
from  increases  in crude oil and natural gas sales  prices and higher crude oil
sales volumes,  partially offset by higher  depreciation and depletion  expense,
higher  exploration  expenses,  higher  operating  expense and lower natural gas
sales volumes.

Revenues were $638.1 million and $285.8 million for the three months ended March
31, 2000 and 1999, respectively. The following table shows the company's average
crude oil and natural gas sales prices and volumes for the first quarter of 2000
and 1999.
<TABLE>
<CAPTION>

                                                      Three Months Ended              Percent
                                                           March 31,                 Increase
                                                         2000         1999          (Decrease)
                                                      ----------------------------------------

<S>                                                    <C>          <C>                 <C>
Crude oil sales (thousands of bbls/day)
     Domestic
         Offshore                                        57.6         50.2               15
         Onshore                                         17.6         19.1               (8)
     North Sea                                          124.1         96.8               28
     Other International                                 12.6         16.4              (23)
                                                       ------       ------
              Total                                     211.9        182.5               16
                                                       ======       ======

Average crude oil sales price (per barrel)
     Domestic
         Offshore                                      $25.41       $ 9.73              161
         Onshore                                        27.71        11.23              145
     North Sea                                          26.47        11.60              128
     Other International                                24.00         8.83              172
              Average                                  $26.14       $10.89              140

Natural gas sold (MMCF/day)
     Domestic
         Offshore                                         294          347              (15)
         Onshore                                          169          165                2
     North Sea                                             71           58               22
                                                       ------       ------
              Total                                       534          570               (6)
                                                       ======       ======

Average natural gas sales price (per MCF)
     Domestic
         Offshore                                      $ 2.59       $ 1.67               55
         Onshore                                         2.84         1.61               76
     North Sea                                           2.09         2.52              (17)
              Average                                  $ 2.60       $ 1.91               36
</TABLE>



Chemicals - Pigment

Operating  profit in the 2000 first  quarter  was $32.3  million on  revenues of
$184.6 million,  compared with operating  profit of $26.6 million on revenues of
$150.1 million for the same 1999 quarter.  First-quarter  2000 operating  profit
increased  due to higher sales  volumes and lower  production  costs,  partially
offset by lower sales prices.

Chemicals - Other

First-quarter 2000 operating profit was $4 million on revenues of $52.9 million,
compared with operating  profit of $1.5 million on revenues of $52.6 million for
the same 1999 period.  Operating profit for the 2000 period increased  primarily
due to  higher  sales  volumes  and  lower  production  costs  for  electrolytic
products.

Financial Condition

At March 31,  2000,  the  company's  net  working  capital  position  was $658.3
million,  compared with $37.6 million at March 31, 1999,  and $320.5  million at
December 31, 1999.  The current  ratio was 1.7 to 1 at March 31, 2000,  compared
with  1.0 to 1 at  March  31,  1999,  and 1.4 to 1 at  December  31,  1999.  The
company's  percentage of net debt (debt less cash) to capitalization  was 54% at
March 31, 2000, compared with 60% at December 31, 1999.

The company had unused lines of credit and revolving credit facilities of $1,399
million at March 31, 2000. Of this amount,  $885 million and $347 million can be
used to  support  commercial  paper  borrowings  of  Kerr-McGee  Credit  LLC and
Kerr-McGee Oil (U.K) PLC, respectively.

On March 6, 2000,  Kerr-McGee  China Petroleum Ltd., a wholly owned  subsidiary,
entered into a revolving  credit  agreement  with several  banks  providing  for
borrowings  up to $100  million  at varying  rates  through  March 3, 2003.  The
company  is  the  guarantor  of the  agreement.  A  total  of  $60  million  was
outstanding at March 31, 2000.

In January 2000,  Kerr-McGee  Pigments N.V., a wholly owned subsidiary,  amended
its  overdraft  credit  agreement  with KBC Bank  N.V.  The  previous  agreement
provided for up to 500 million Belgian francs or equivalent  foreign currency at
varying  rates.  The  agreement was amended to increase the amount of borrowings
available to 700 million  Belgian  francs or equivalent  foreign  currency.  The
company continues as guarantor of the agreement.

The company  increased its shelf  registration  with the Securities and Exchange
Commission  in  January  2000 to offer up to $1.5  billion  of debt  securities,
preferred  stock,  common  stock or  warrants.  In  February  2000,  under  this
registration, the company issued 7.5 million shares of its common stock and $600
million  of 5 1/4%  convertible  subordinated  debentures  due 2010,  generating
nearly $1 billion in net  proceeds to the company.  A portion of these  proceeds
was used to redeem  short-term  floating  rate  debt  used for the $555  million
acquisition  of Repsol  S.A.'s North Sea oil and gas  operations in January 2000
and the $403  million  acquisition  of Kemira  Oyj's  titanium  dioxide  pigment
operations in Savannah,  Georgia, in April 2000 and Botlek, the Netherlands,  in
May 2000.

On  December  21,  1999,  Kerr-McGee  North  Sea  (U.K.)  Ltd.,  a wholly  owned
subsidiary,  and the company  entered into an  agreement  with the Royal Bank of
Canada and other  financial  institutions  to provide up to  45,681,050  British
pounds sterling in the form of standby  letters of credit.  Amounts may be drawn
on the letters of credit through December 31, 2000.

First-quarter 2000 cash capital  expenditures  totaled $108.7 million,  compared
with $139.1  million for the same period last year.  Exploration  and production
expenditures,  principally  in the Gulf of Mexico and North Sea, were 86% of the
2000 total. Chemical - pigment expenditures were 10% of the 2000 total. Chemical
- other and corporate incurred the remaining 4% of the expenditures.  Management
anticipates  that  the  cash  requirements  for the next  several  years  can be
provided through internally generated funds and selective borrowings.

                           Forward-Looking Information

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


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

           None

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

      (a) The 2000 annual meeting of stockholders was held on May 9, 2000.

      (b) Directors elected at the 2000 annual meeting were the following:

                  Sylvia A. Earle
                  Martin C. Jischke
                  Leroy C. Richie

          Directors   whose  term of  office  continues  after  the 2000  annual
          meeting were the following:

                  William E. Bradford
                  Luke R. Corbett
                  David C. Genever-Watling
                  Tom J. McDaniel
                  William C. Morris
                  John J. Murphy
                  Matthew R. Simmons
                  Farah M. Walters
                  Ian L. White-Thomson

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

           (1)    Following are the directors elected at the 2000 annual meeting
                  and the tabulation of votes related to each nominee.

                                                                  Votes
                                            Affirmative        Withheld

                  Sylvia A. Earle             82,016,299          558,282
                  Martin C. Jischke           81,932,364          642,762
                  Leroy C. Richie             81,930,326          644,800

           (2)    The  stockholders  ratified the appointment of Arthur Andersen
                  LLP as independent  public  accountant  for 2000.  Affirmative
                  votes  were  82,145,423;   negative  votes  were  148,966  and
                  abstentions were 280,737.

           (3)    The  stockholders  approved the 2000 Long Term Incentive Plan.
                  Affirmative   votes  were  72,088,303;   negative  votes  were
                  9,950,120, and abstentions were 536,703.

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

      (a)  Exhibits -

      Exhibit No.

          4.12    The company  agrees to furnish to the  Securities and Exchange
                  Commission,  upon request,  a copy of the Offering  Memorandum
                  and Fourth  Supplement to the August 1, 1982,  Indenture dated
                  January 18,  2000,  relating to the  company's  floating  rate
                  notes due  August 1,  2001,  and the Fifth  Supplement  to the
                  August 1, 1982, Indenture dated February 11, 2000, relating to
                  the  company's  5-1/4%,   10-year   convertible   subordinated
                  debentures   due  February  15,  2010.  The  total  amount  of
                  securities  authorized under each of such instruments does not
                  exceed  10%  of  the  total  assets  of the  company  and  its
                  subsidiaries on a consolidated basis.

          10.4    The 2000 Long Term Incentive Plan effective May 1, 2000.

          27.0    Financial Data Schedule

      (b)  Reports on Form 8-K

            On  January  31,  2000,  the  company  filed a  report  on Form  8-K
            announcing the earnings for the company's  fourth quarter and twelve
            months ended December 31, 1999.

            On  February  4,  2000,  the  company  filed a  report  on Form  8-K
            announcing the offering of  approximately 9 million shares of common
            stock  and  $300   million  of  10-year   convertible   subordinated
            debentures.

                                    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 12, 2000                  By:   (Deborah A. Kitchens)
      ------------                        -------------------------------
                                          Deborah A. Kitchens
                                            Vice President and Controller
                                            and Chief Accounting Officer