FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549


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

               For the Quarterly Period Ended September 30, 1997

                                       OR

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

                 For the Transition Period from _____ to _____

                         Commission File Number 1-3939


                             KERR-McGEE CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


               A Delaware Corporation                73-0311467
           (State or Other Jurisdiction of        (I.R.S. Employer
           Incorporation or Organization)        Identification No.)

                Kerr-McGee Center, Oklahoma City, Oklahoma 73125
             (Address of Principal Executive Offices and Zip Code)

       Registrant's telephone number, including area code (405) 270-1313


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes X No

Number of shares of common stock, $1.00 par value, outstanding as of October 31,
1997:  47,669,868


<PAGE>


                                                
                                   PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>

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

<CAPTION>

                                                  Three Months Ended           Nine Months Ended
                                                     September 30,               September 30,
(Millions of dollars, except per-share amounts)   1997           1996          1997           1996
                                                 --------------------       ----------------------


<S>                                              <C>           <C>          <C>           <C>     
Sales                                            $402.2        $487.6       $1,281.9      $1,412.6
                                                 
Costs and Expenses
   Costs and operating expenses                   229.8         261.0          729.4         773.0
   Selling, general and administrative expenses    46.6          51.0           96.8         141.8
   Depreciation and depletion                      62.1          81.2          197.2         214.9
   Exploration, including dry holes and
      amortization of undeveloped leases           19.4          17.9           50.9          70.0
   Taxes, other than income taxes                  12.6          17.1           40.8          51.4
   Interest and debt expense                       10.6          13.6           33.1          38.5
                                                 ------        ------       --------      --------
         Total Costs and Expenses                 381.1         441.8        1,148.2       1,289.6
                                                 ------        ------       --------      --------

                                                   21.1          45.8          133.7         123.0
Other Income                                       31.6          44.6           78.8         110.3
                                                 ------        ------       --------      --------

Income before Income Taxes                         52.7          90.4          212.5         233.3
Provision for Income Taxes                         15.9          28.1           63.9          72.4
                                                 ------        ------       --------      --------

Net Income                                       $ 36.8        $ 62.3       $  148.6      $  160.9
                                                 ======        ======       ========      ========

Net Income per Common Share                      $ .77         $ 1.27       $  3.09       $   3.22

Cash Dividends Declared per Common Share         $ .45         $  .41       $  1.35       $   1.23

Average Number of Shares Outstanding
   (thousands)                                  47,643         48,901        47,851         49,751


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

<TABLE>

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

                                                          September 30,      December 31,
(Millions of dollars)                                              1997              1996
                                                          -------------------------------

<S>                                                            <C>               <C>
ASSETS
Current Assets
   Cash                                                        $   75.9          $  120.9
   Notes and accounts receivable                                  291.5             374.4
   Inventories                                                    161.8             218.2
   Deposits and prepaid expenses                                   62.3              91.1
                                                               --------          --------
         Total Current Assets                                     591.5             804.6
                                                               --------          --------

Property, Plant and Equipment                                   4,525.2           4,836.9
   Less reserves for depreciation,
      depletion and amortization                                2,557.8           2,889.5
                                                               --------          --------
                                                                1,967.4           1,947.4
                                                               --------          --------

Investments and Other Assets                                      399.3             372.5
                                                               --------          --------

                                                               $2,958.2          $3,124.5
                                                               ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Short-term borrowings                                       $   20.0          $   36.4
   Accounts payable                                               209.4             262.3
   Other current liabilities                                      230.1             186.0
                                                               --------          --------
         Total Current Liabilities                                459.5             484.7
                                                               --------          --------

Long-Term Debt                                                    489.0             625.9
                                                               --------          --------

Deferred Credits and Reserves                                     597.1             646.4
                                                               --------          --------

Stockholders' Equity
   Common stock, par value $1 - 150,000,000
      shares authorized,  54,094,233 shares issued at
      9-30-97 and 53,862,347 shares issued at 12-31-96             54.1              53.9
   Capital in excess of par value                                 344.6             334.2
   Preferred stock purchase rights                                   .5                .5
   Retained earnings                                            1,432.0           1,348.0
   Unrealized gain on available-for-sale securities                  .1              11.6
   Common shares in treasury, at cost - 6,434,465
      shares at 9-30-97 and 5,568,815 at 12-31-96                (362.4)           (305.2)
   Deferred compensation                                          (56.3)            (75.5)
                                                               --------          --------
         Total Stockholders' Equity                             1,412.6           1,367.5
                                                               --------          --------

                                                               $2,958.2          $3,124.5
                                                               ========          ========


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

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

<PAGE>

<TABLE>

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

                                                                       Nine Months Ended
                                                                         September 30,
(Millions of dollar)                                                  1997           1996
                                                                    ---------------------

<S>                                                                 <C>            <C>
Operating Activities
Net income                                                          $148.6         $160.9
Adjustments to reconcile to net cash
   provided by operating activities -
      Depreciation, depletion and amortization                       202.4          222.0
      Deferred income taxes                                           22.6           37.1
      Realized gain on available-for-sale securities                 (18.4)         (22.9)
      Noncash items affecting net income                              16.3           42.6
      Other net cash provided by operating activities                 55.7           43.1
                                                                    ------         ------
         Net Cash Provided by Operating Activities                   427.2          482.8
                                                                    ------         ------


Investing Activities
Capital expenditures                                                (253.1)        (298.2)
Proceeds from the sales of available-for-sale securities              21.1           28.5
Proceeds from sales of exploration and production assets              17.6           26.5
Other investing activities                                             7.7           30.2
                                                                     -----         ------
         Net Cash Used in Investing Activities                      (206.7)        (213.0)
                                                                    ------         ------


Financing Activities
Increase (decrease) in short-term borrowings                         (16.4)          30.8
Issuance of long-term debt                                               -           24.2
Purchase of treasury stock                                           (59.5)        (163.5)
Dividends paid                                                       (63.0)         (62.7)
Repayment of long-term debt                                         (137.2)         (35.8)
Other financing activities                                            10.6            9.8
                                                                     -----         ------
         Net Cash Used in Financing Activities                      (265.5)        (197.2)
                                                                    ------         ------

Net Increase (Decrease) in Cash and Cash Equivalents                 (45.0)          72.6

Cash and Cash Equivalents at Beginning of Period                     120.9           87.3
                                                                    ------         ------

Cash and Cash Equivalents at End of Period                          $ 75.9         $159.9
                                                                    ======         ======


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

<PAGE>


                       KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                      SEPTEMBER 30, 1997


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

    In June  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
    Statement  of  Financial  Accounting  Standards  (FAS) No.  130,  "Reporting
    Comprehensive  Income,"  effective for fiscal years beginning after December
    15, 1997, and FAS No. 131,  "Disclosures about Segments of an Enterprise and
    Related  Information,"   effective  for  financial  statements  for  periods
    beginning  after  December  15,  1997.  The  company  plans  to  adopt  both
    accounting standards as of January 1, 1998.

    FAS No.  130  requires  that  all  items  required  to be  recognized  under
    accounting  standards as components of comprehensive income be reported as a
    part of the basic financial  statements.  FAS No. 131 establishes  standards
    for  reporting  information  about  operating  segments in annual  financial
    statements and requires  selected  information  about operating  segments in
    interim  financial  reports  issued to  shareholders.  The  company  expects
    adoption  of the new  standards  will not  materially  affect the  company's
    reporting practices.

B.  After  adding  the  dilutive  effect of the  conversion  of  options  to the
    weighted  average number of shares  outstanding,  the shares used to compute
    net income per common share were  47,831,385  and  49,128,607  for the three
    months ended September 30, 1997 and 1996,  respectively,  and 48,044,928 and
    50,003,527  for  the  nine  months  ended   September  30,  1997  and  1996,
    respectively.

    In March  1997,  the FASB issued FAS No. 128,  "Earnings  per Share,"  which
    requires  the  calculation  of basic and diluted  earnings  per share (EPS).
    Basic EPS includes no dilution and is computed by dividing income  available
    to common  stockholders  by the  weighted-average  number  of common  shares
    outstanding  for the  period.  Diluted  earnings  per share is  computed  by
    dividing net income by the weighted-average number of shares of common stock
    and common stock equivalents.  The statement is effective for periods ending
    after December 15, 1997, and does not allow for early adoption.  Restatement
    of prior years' EPS is required upon adoption. Had the company been required
    to adopt  FAS No.  128  currently,  basic  earnings  per share for the three
    months ended  September  30, 1997 and 1996,  would have been $.78 and $1.28,
    respectively,  and for the nine months  ended  September  30, 1997 and 1996,
    would have been $3.11 and $3.24,  respectively.  Diluted  earnings per share
    for both the three months and nine months ended September 30, 1997 and 1996,
    would not have differed  materially  from basic EPS. The company expects the
    effect of the new standard on its EPS in future periods will be immaterial.

C.  Net cash provided by operating  activities reflects cash payments for income
    taxes and interest as follows:

                                Nine Months Ended
                                  September 30,
    (Millions of dollars)                    1997          1996
                                            -------------------

    Income taxes                            $14.8          $22.9
    Interest                                 36.9           42.2

<PAGE>

D.  The company held U.S. government  obligations considered to be available for
    sale  at  September  30,  1997  and  December  31,  1996.   These  financial
    instruments  are carried in the  Consolidated  Balance  Sheet at fair value,
    which is based on quoted  market  prices.  The  company  held no  securities
    classified as held to maturity or trading during the respective  periods. At
    September 30, 1997 and December 31, 1996,  these financial  instruments were
    as follows:

<TABLE>
<CAPTION>

                                       September 30, 1997                  December 31, 1996
                                 ------------------------------      -----------------------
                                 Fair           Gross Unrealized     Fair          Gross Unrealized
    (Millions of dollars)        Value   Cost     Holding Gains      Value   Cost    Holding Gains

    <S>                          <C>     <C>           <C>           <C>     <C>         <C>  
    Equity Securities            $   -   $   -         $ -           $21.9   $ 3.1       $18.8
    U.S. Government Obligations
        Maturing within one year   5.6     5.6           -            25.7    25.7           -
        Maturing between one
           and four years         20.5    20.4          .1               -      -            -
                                 -----  ------         ---           -----  -----        -----

               Total             $26.1   $26.0         $.1           $47.6   $28.8       $18.8
                                 =====   =====         ===           =====   =====       =====
</TABLE>

    During 1997, the company sold equity  securities  considered to be available
    for sale.  Proceeds from the sale during the 1997 third quarter totaled $8.7
    million,  resulting in a realized gain of $7.7 million  before income taxes.
    Proceeds  from the sale for the  first  nine  months of 1997  totaled  $21.1
    million,  resulting in a realized gain of $18.4 million before income taxes.
    The average cost of the  securities was used in computing the realized gain.
    During 1997,  the company  donated  50,000 shares of its  available-for-sale
    securities to the Kerr-McGee  Foundation  Corporation,  a tax-exempt  entity
    whose  purpose is to contribute to  not-for-profit  organizations.  The fair
    value  of  these  donated  shares  totaled  $3.2  million,   which  includes
    appreciation of $2.8 million before income taxes.

    The change in the equity component for unrealized  holding gains and losses,
    net of  income  taxes,  for the  first  nine  months of 1997 and 1996 was as
    follows:

                                                            Nine Months Ended
                                                              September 30,
    (Millions of dollars)                                  1997           1996
                                                          --------------------

    Balance, January 1                                     $11.6         $25.9
        Net realized gains                                  (2.5)         (5.6)
        Net unrealized holding gains                          .5           4.0
                                                           -----         -----
    Balance, March 31                                        9.6          24.3
        Net realized gains                                  (4.3)         (5.5)
        Net appreciation of donated securities              (1.7)            -
        Net unrealized holding gains                          .8           1.2
                                                           -----         -----
    Balance, June 30                                         4.4          20.0
        Net realized gains                                  (4.8)         (3.8)
        Net appreciation of donated securities                -           (7.6)
        Net unrealized holding gains                          .5           1.4
                                                           -----         -----
    Balance, September 30                                  $  .1         $10.0
                                                           =====         =====
<PAGE>

E.  Investments  in equity  affiliates  totaled  $262.6 million at September 30,
    1997, and $243.7 million at December 31, 1996.  Equity income related to the
    investments  and included in Other Income in the  Consolidated  Statement of
    Income  totaled  $6.7  million and $.9 million  for the three  months  ended
    September  30,  1997 and  1996,  respectively,  and $22.8  million  and $4.4
    million for the nine months ended September 30, 1997 and 1996, respectively.

F.  CONTINGENCIES

    WEST CHICAGO -

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

    Decommissioning  - In 1994,  KMCC, the City of West Chicago (the City),  and
    the State reached agreement on Phase I of the  decommissioning  plan for the
    closed West Chicago facility.  Pursuant to the Phase I agreement, KMCC began
    shipping material from the site to a licensed permanent disposal facility in
    Utah during 1994.

    In  February  1997,  KMCC  executed  an  agreement with  the City as  to the
    terms  and  conditions  for  completing  the final phase of  decommissioning
    work, the  bulk of which is expected to be completed about four to six years
    after  receiving the necessary  license  amendment.  The State has indicated
    approval of  this  agreement,  and KMCC expects the State to issue a license
    amendment   that   will  enable   KMCC  to  complete   the  final  phase  of
    decommissioning work. In  the meantime, decommissioning work is progressing,
    and KMCC continues to ship material from the site.

    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 KMCC as  decommissioning  costs are incurred.
    KMCC 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.

    Pursuant  to Title X of the Energy  Policy Act of 1992 (Title X), the United
    States  Department  of Energy is  obligated  to  reimburse  KMCC for certain
    decommissioning  and cleanup costs in  recognition  of the fact that much of
    the  facility's   production  was  dedicated  to  United  States  government
    contracts.  Title X was amended in 1996 to increase the amount authorized to
    $65 million plus inflation adjustments and to date, KMCC has been reimbursed
    approximately $40 million under Title X.

    At September  30, 1997,  the  remaining  reserves to  decommission  the site
    totaled $177 million (without regard to any further recovery under Title X),
    payable over the course of the decommissioning work.

    Offsite Areas - The United States Environmental  Protection Agency (EPA) has
    listed  four  areas in the  vicinity  of the West  Chicago  facility  on the
    National  Priority  List that the EPA  promulgates  under  authority  of the
    Comprehensive  Environmental  Response,  Compensation,  and Liability Act of
    1980 and has  designated  KMCC as a potentially  responsible  party in these
    four areas. The EPA issued unilateral administrative orders for two of these
    areas (referred to as the residential  area and  Reed-Keppler  Park),  which
    require KMCC to conduct removal actions to excavate  contaminated  soils and
    ship the soils elsewhere for disposal.  At September 30, 1997, the remaining
    reserves to clean up the residential area and Reed-Keppler  Park totaled $19
    million.  Without waiving any of its rights or defenses,  KMCC has begun the
    cleanup of these two sites and  anticipates  completing the work within four
    years.

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

    SUMMARY -

    The plants and facilities of the company and its subsidiaries are subject to
    various environmental laws and regulations.  The company or its subsidiaries
    have been notified  that they may be  responsible  in varying  degrees for a
    portion of the costs to clean up  certain  waste  disposal  sites and former
    plant sites. At September 30, 1997, the remaining  reserves provided for the
    cost to  investigate  and/or  remediate  all presently  identified  sites of
    former or current  operations  totaled $278  million,  which  included  $196
    million for the former  West  Chicago  facility,  the  residential  area and
    Reed-Keppler  Park.  The  ultimate  costs to  decommission  these  sites are
    difficult to estimate  because of the numerous  contingencies.  Actual costs
    could differ from those currently estimated as information becomes available
    for sites that are not now included in the reserve,  if contamination is not
    as expected,  or field  conditions or other variables  differ  significantly
    from those that are now assumed. Actual costs will be reduced by the amounts
    recovered under Title X and other  government  programs.  Expenditures  from
    inception  through  September  30, 1997,  totaled $401 million for currently
    known sites.

    In addition to the environmental issues previously discussed, the company or
    its  subsidiaries  are also a party to a number of other  legal  proceedings
    pending in various  courts or agencies in which the company or a  subsidiary
    appears as plaintiff or defendant.  Because of continually changing laws and
    regulations,  the nature of the  company's  businesses,  and  pending  legal
    proceedings, it is not possible to reliably estimate the amount or timing of
    all future expenditures  relating to environmental and other  contingencies.
    The  company  provides  for costs  related to  contingencies  when a loss is
    probable  and  the  amount  is  reasonably  estimable.  Although  management
    believes,  after  consultation with general counsel,  that adequate reserves
    have been  provided  for all known  contingencies,  the  ultimate  cost will
    depend on the outcomes of the above-noted  uncertainties.  Therefore,  it is
    possible that additional reserves could be required in the future that could
    have a material  effect on results of operations in a particular  quarter or
    annual period.  However,  the ultimate  resolution of these  commitments and
    contingencies,  to the extent not previously provided for, should not have a
    material adverse effect on the company's financial position.

<PAGE>

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

Comparison of 1997 Results with 1996 Results

CONSOLIDATED OPERATIONS

Third-quarter  1997  net  income  totaled  $36.8  million,  compared  with  1996
third-quarter  net income of $62.3 million.  Excluding unusual items, net income
was $40 million in the 1997 third  quarter,  compared  with $57.7 million in the
same 1996  period.  For the first  nine  months of 1997,  net  income was $148.6
million, compared with $160.9 million in the same 1996 period. Excluding unusual
items,  net income  for the first  nine  months of 1997  totaled  $139  million,
compared with $152 million in 1996.

Operating  profit for the 1997 third quarter was $65 million,  compared with $89
million in the same 1996 quarter.  Higher chemical  operating  profit,  compared
with last year's quarter,  was more than offset by lower  operating  profit from
exploration  and production  and coal.  The decline in operating  profit was due
primarily to lower crude oil and natural gas sales volumes,  lower crude oil and
coal sales prices and lower coal production, partially offset by lower operating
expense for the exploration and production unit, higher natural gas sales prices
and higher pigment sales volumes.  Operating profit for the first nine months of
1997 was $225.2  million,  compared  with $257 million for the same 1996 period.
The lower  results for the  nine-month  period were due primarily to lower crude
oil and  natural gas sales  volumes,  lower coal and  pigment  sales  prices and
higher  production  costs for  pigment  operations,  partially  offset by higher
natural gas sales  prices,  lower  operating  and  exploration  expenses for the
exploration and production unit and higher pigment sales volumes.  Third-quarter
1997  nonoperating  expense  was $12.3  million,  compared  with  income of $1.4
million for the 1996 quarter.  Unusual items affecting  nonoperating  expense in
the third quarter of 1997 were environmental  provisions (net of reimbursements)
totaling $19.5  million,  partially  offset by the  recognition of a $10 million
previously  deferred  gain from the sale of the  company's  former soda products
facility and gains on sales of equity securities totaling $7.7 million.  Unusual
items  benefiting  nonoperating  income in the 1996 third quarter were insurance
settlements of $26.5 million and gains on sales of equity securities totaling $6
million,  partially offset by environmental  provisions (net of  reimbursements)
totaling $11.4 million. Excluding unusual items, third-quarter 1997 nonoperating
expense was $8.1  million,  down from $19.7  million in 1996,  due  primarily to
lower net interest expense and higher equity income.

For the first  nine  months of 1997,  nonoperating  expense  was $12.7  million,
compared  with  $23.7  million in 1996.  Unusual  items  affecting  nonoperating
expense  for the  first  nine  months  of 1997  were  gains on  sales of  equity
securities of $18.4 million,  insurance  settlements  of $12.2 million,  and the
recognition  of a $10  million  previously  deferred  gain  from the sale of the
company's  former soda  products  facility,  partially  offset by  environmental
provisions  (net  of  reimbursements)  totaling  $19.5  million.  Unusual  items
benefiting  nonoperating  expense  for the first  nine  months of 1996  included
insurance  settlements of $65.3 million and gains on sales of equity  securities
totaling $22.9 million,  partially  offset by provisions for settled and pending
litigation of $28.9 million,  environmental  provisions (net of  reimbursements)
totaling  $25.8  million  and other  provisions  of $5.8  million.  Nonoperating
expense,  excluding  unusual items,  for the first nine months of 1997 was $29.8
million, down from $51.4 million in 1996, due primarily to higher equity income,
lower net  interest  expense  and higher  foreign  currency  translation  gains.
Partially offsetting were lower gains on sales of assets in 1997.

The provision for income taxes was $15.9 million and $63.9 million for the third
quarter and first nine months of 1997, respectively, compared with $28.1 million
and $72.4 million for the  respective  1996  periods.  The decrease in both 1997
periods was due primarily to lower pretax income.
<PAGE>

SEGMENT OPERATIONS

Following is a summary of sales and  operating  profit and a discussion of major
factors  influencing the results of each of the company's  business segments for
the third  quarter and first nine months of 1997,  compared with the same period
last year.
<TABLE>
<CAPTION>

                                         Three Months Ended           Nine Months Ended
                                            September 30,               September 30,
(Millions of dollars)                    1997           1996          1997          1996
                                        --------------------        --------------------

<S>                                     <C>           <C>          <C>           <C>
Sales
    Exploration and production          $131.6        $217.0       $ 478.4       $  612.4
    Chemicals                            192.2         171.7         564.6          520.1
    Coal                                  78.3          98.8         238.7          279.8
    Other                                   .1            .1            .2             .3
                                        ------        ------       -------       --------
        Total                           $402.2        $487.6      $1,281.9       $1,412.6
                                        ======        ======      ========       ========

Operating Profit (Loss)
    Exploration and production          $ 31.4        $ 50.9       $ 131.9       $  121.6
    Chemicals                             24.9          15.5          61.8           72.2
    Coal                                   7.8          21.9          28.8           58.1
    Other                                   .9            .7           2.7            5.1
                                        ------        ------       -------       --------
        Total                             65.0          89.0         225.2          257.0
Nonoperating Income (Expense)            (12.3)          1.4         (12.7)         (23.7)
                                        ------        ------       -------       --------
Income before Income Taxes                52.7          90.4         212.5          233.3
Provision for Income Taxes                15.9          28.1          63.9           72.4
                                        ------        ------       -------       --------
Net Income                              $ 36.8        $ 62.3       $ 148.6       $  160.9
                                        ======        ======       =======       ========
</TABLE>


Exploration and Production -

Operating profit for the third quarter of 1997 was $31.4 million,  compared with
$50.9  million  for the same 1996  period.  Operating  profit for the first nine
months of 1997 and 1996 was $131.9 million and $121.6 million, respectively. The
third-quarter  results  decreased due to lower proprietary crude oil and natural
gas sales  volumes and lower crude oil sales prices,  partially  offset by lower
operating expenses,  lower relocation costs and higher natural gas sales prices.
Despite the lower results for the quarter,  operating  profit for the first nine
months of 1997 was  higher  due to  improved  natural  gas sales  prices,  lower
operating  expenses and lower  relocation  costs,  partially offset by the lower
proprietary  crude oil and natural gas sales volumes.  The lower oil and natural
gas volumes for both 1997 periods were  primarily a result of properties  merged
into an equity affiliate and asset sales.

Revenues  were  $131.6  million  and $217  million  for the three  months  ended
September 30, 1997 and 1996, respectively, and $478.4 million and $612.4 million
for the first nine months of 1997 and 1996,  respectively.  The following  table
shows the  company's  average crude oil and natural gas sales prices and volumes
for both the third quarter and first nine months of 1997 and 1996.
<PAGE>

<TABLE>
<CAPTION>

                                   Three Months Ended                   Nine Months Ended
                                      September 30,   Increase            September 30,   Increase
                                    1997       1996  (Decrease)         1997       1996  (Decrease)
                                  -----------------------------         ---------------------------

<S>                               <C>        <C>         <C>          <C>        <C>         <C>
Crude oil sales
    (thousands of bbls/day)
        United States               23.4       34.4      (32)           24.6       29.6      (17)
        North Sea                   23.3       28.7      (19)           23.9       30.5      (22)
        China                        8.8        4.9       80             8.6        3.2      169
        Other                         .3        3.0      (90)             .1        3.6      (97)
                                   -----     ------                    -----     ------
           Total proprietary sales  55.8       71.0      (21)           57.2       66.9      (14)
        Proportionate interest in
         equity affiliate's sales    7.2          -       NM             7.3          -       NM
                                   -----     ------                    -----     ------
             Total                  63.0       71.0      (11)           64.5       66.9       (4)
                                   =====     ======                    =====     ======

Average crude oil sales price
    (per barrel)
        United States             $17.77     $19.82      (10)         $18.73     $18.43        2
        North Sea                  17.63      19.14       (8)          18.88      18.15        4
        China                      17.21      18.58       (7)          17.83      18.53       (4)
        Other                      17.86      17.99       (1)          17.86      17.10        4
           Average                $17.63     $19.38       (9)         $18.66     $18.24        2

Natural gas sold
    (MMCF/day)
        United States                138        258      (47)            161        215      (25)
        North Sea                     28         17       65              30         26       15
        Other                          -         24       NM               -         30       NM
                                   -----     ------                    -----     ------
           Total proprietary sales   166        299      (44)            191        271      (30)
        Proportionate interest in
         equity affiliate's sales     60          -       NM              59          -       NM
                                   -----     ------                    -----     ------
             Total                   226        299      (24)            250        271       (8)
                                   =====     ======                    =====     ======

Average natural gas sales price
    (per MCF)
        United States              $2.42      $1.90       27           $2.45      $1.90       29
        North Sea                   2.25       2.60      (13)           2.52       2.45        3
        Other                          -       1.07       NM               -       1.07       NM
           Average                 $2.39      $1.87       28           $2.47      $1.86       33
</TABLE>

<PAGE>

Chemicals -

Third-quarter  1997 operating profit totaled $24.9 million on revenues of $192.2
million,  compared with $15.5 million on revenues of $171.7 million for the 1996
quarter.  For the first nine months of 1997 and 1996, operating profit was $61.8
million and $72.2  million,  respectively,  on  revenues  of $564.6  million and
$520.1  million,  respectively.  Revenues  for the third  quarter and first nine
months of 1997 increased primarily due to higher pigment sales volumes resulting
from plant expansions at the company's Hamilton,  Miss., plant and its 50%-owned
Western Australia chemical plant. Operating profit for the third quarter of 1997
increased due to higher  pigment  sales volumes and the 1996 unusual  charge for
the  shutdown  of a  crosstie-treatment  facility.  For the first nine months of
1997,  operating  profit  decreased due to lower pigment sales prices and higher
operating  expense  associated with the U.S. pigment plant expansion,  partially
offset by higher pigment sales volumes.

Coal -

Third-quarter  1997  operating  profit  was $7.8  million,  compared  with $21.9
million for the same 1996 quarter.  For the first nine months of 1997, operating
profit was $28.8 million,  compared with $58.1 million last year.  Revenues were
$78.3  million  and  $98.8  million  for the  third  quarter  of 1997 and  1996,
respectively, and $238.7 million and $279.8 million for the first nine months of
1997 and 1996,  respectively.  Revenues for the third quarter and the first nine
months of 1997  declined  due to lower  average  sales  prices  and lower  sales
volumes.  Operating profit decreased for both 1997 periods  primarily due to the
lower revenues partially offset by lower average per-unit  production costs. The
lower  average  sales  prices  and  volume  declines  were  attributable  to  an
earlier 1997 underground ignition at the company's Galatia, Ill., mine.

Financial Condition

At September  30, 1997,  the  company's  net working  capital  position was $132
million,  compared with $319.9  million at December 31, 1996.  The current ratio
was 1.3 to 1 at September  30,  1997,  compared  with 1.5 to 1 at September  30,
1996, and 1.7 to 1 at December 31, 1996. The company's  percentage of total debt
to total  capitalization  was 27% at September  30, 1997,  compared  with 36% at
September 30, 1996, and 33% at December 31, 1996.

In October 1997,  the company issued $150 million - 6.625% notes due October 15,
2007,  and $150 million - 7.125%  debentures  due October 15, 2027. The proceeds
received by the company will be used to reduce its outstanding  commercial paper
and indebtedness under variable interest rate credit agreements.

The company had unused lines of credit and revolving  credit  facilities of $602
million at September 30, 1997. Of this amount, $255 million and $265 million can
be used to support  commercial paper borrowings of Kerr-McGee Credit Corporation
and Kerr-McGee Oil (U.K.) PLC, respectively.

Cash  capital  expenditures  for the first nine  months of 1997  totaled  $253.1
million,  compared  with  $298.2  million  for the same 1996  period.  For 1997,
exploration and production expenditures,  principally in the Gulf of Mexico, the
North Sea and offshore China, were 60% of the total.  Chemical expenditures were
28% of the total. Management anticipates that the cash requirements for the next
several years can be provided through  internally  generated funds and selective
long- and/or short-term borrowing.

The company  completed  its $300 million  stock  repurchase  program in the 1997
third quarter.  A total of 4.8 million  shares was purchased  under the program,
which began in October 1995.

<PAGE>


                                 PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

           None

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

    (a)    Exhibits -

        4.2    The  company  agrees to furnish to the  Securities  and  Exchange
               Commission,  upon request,  a copy of the  Indenture  dated as of
               August 1, 1982,  between  the  company  and  Citibank,  N. A., as
               trustee,  relating to the company's  6.625% Notes due October 15,
               2007, and the 7.125% Debentures due October 15, 2027

       27.0    Financial Data Schedule

    (b)    Reports on Form 8-K

           None

                                          SIGNATURE

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


                                    KERR-McGEE CORPORATION


Date  November 12, 1997                          By:  (Deborah A. Kitchens)
      -----------------                               ---------------------
                                                       Deborah A. Kitchens
                                                   Vice President and Controller
                                                   and Chief Accounting Officer