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 June 30, 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 July 31,
2000: 94,233,982




                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
<TABLE>
<CAPTION>

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

                                                                Three Months Ended                Six Months Ended
                                                                     June 30,                          June 30,
(Millions of dollars, except per-share amounts)                 2000              1999             2000         1999
                                                              ------------------------         ----------------------
<S>                                                           <C>               <C>            <C>           <C>
Sales                                                         $994.7            $654.5         $1,870.3      $1,143.1
                                                              ------            ------         --------      --------

Costs and Expenses

    Costs and operating expenses                               347.4             268.1            624.4         493.5
    Selling, general and administrative expenses                59.5              62.5            107.5         115.2
    Depreciation and depletion                                 168.1             157.1            338.7         288.3
    Exploration, including dry holes and
        amortization of undeveloped leases                      44.8              40.6             88.8          69.4
    Taxes, other than income taxes                              28.2              17.3             58.4          32.6
    Provision for environmental remediation and
        restoration of inactive sites, net of
        reimbursements                                          88.0                 -             90.0            -
    Purchased in-process research and development               32.5                 -             32.5            -
    Merger costs                                                   -                 -                -         155.1
    Interest and debt expense                                   56.1              45.8            113.3          90.5
                                                              ------            ------         --------      --------
               Total Costs and Expenses                        824.6             591.4          1,453.6       1,244.6
                                                              ------            ------         --------      --------

                                                               170.1              63.1            416.7        (101.5)
Other Income                                                    13.5              14.0             42.1          28.0
                                                              ------            ------         --------      --------

Income (Loss) before Income Taxes                              183.6              77.1            458.8         (73.5)
Taxes on Income                                                (73.7)            (31.8)          (163.7)         12.3
                                                              ------            ------         --------      --------

Income (Loss) before Change in Accounting Principle            109.9              45.3            295.1         (61.2)
Cumulative Effect of Change in Accounting Principle
    (net of benefit for income taxes of $2.2)                      -                 -                -          (4.1)
                                                              ------            ------         --------      --------

Net Income (Loss)                                             $109.9            $ 45.3         $  295.1      $  (65.3)
                                                              ======            ======         ========      ========

Net Income (Loss) per Common Share
    Basic -

        Income before cumulative effect of change
           in accounting principle                            $ 1.17            $  .52         $   3.19      $   (.71)
        Cumulative effect of change in accounting
           principle                                               -                 -                -          (.05)
                                                              ------            ------         --------      --------

               Total                                          $ 1.17            $  .52         $   3.19      $   (.76)
                                                              ======            ======         ========      ========

    Diluted -
        Income before cumulative effect of change
           in accounting principle                            $ 1.11            $  .52         $   3.02      $   (.71)
        Cumulative effect of change in accounting
           principle                                               -                 -                -          (.05)
                                                              ------            ------         --------      --------

               Total                                          $ 1.11            $  .52         $   3.02      $   (.76)
                                                              ======            ======         ========      ========

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

<TABLE>
<CAPTION>



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

                                                                                  June 30,      December 31,
(Millions of dollars)                                                                 2000              1999
                                                                                ----------------------------

<S>                                                                             <C>               <C>
ASSETS
------
Current Assets
    Cash                                                                        $    114.6        $    266.6
    Notes and accounts receivable                                                    631.0             500.9
    Inventories                                                                      359.1             280.9
    Deposits and prepaid expenses                                                    106.6             112.2
                                                                                ----------        ----------
           Total Current Assets                                                    1,211.3           1,160.6
                                                                                ----------        ----------

Property, Plant and Equipment                                                     12,238.9          11,049.3
    Less reserves for depreciation,
        depletion and amortization                                                 7,147.2           6,964.4
                                                                                ----------        ----------
                                                                                   5,091.7           4,084.9
                                                                                ----------        ----------

Investments and Other Assets                                                         916.6             653.7
                                                                                ----------        ----------

                                                                                $  7,219.6        $  5,899.2
                                                                                ==========        ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
    Short-term borrowings                                                       $      4.8        $      9.0
    Accounts payable                                                                 335.5             403.7
    Long-term debt due within one year                                               171.5              20.1
    Other current liabilities                                                        541.4             407.3
                                                                                ----------        ----------
           Total Current Liabilities                                               1,053.2             840.1
                                                                                ----------        ----------

Long-Term Debt                                                                     2,627.2           2,496.0
                                                                                ----------        ----------

Deferred Credits and Reserves                                                      1,398.6           1,070.7
                                                                                ----------        ----------

Stockholders' Equity
    Common stock, par value $1 - 300,000,000
        shares authorized, 101,162,872 shares issued at
        6-30-00 and 93,494,186 shares issued at 12-31-99                             101.2              93.5
    Capital in excess of par value                                                 1,642.6           1,284.0
    Preferred stock purchase rights                                                     .9                .5
    Restricted stock                                                                   5.0                .2
    Retained earnings                                                                769.6             576.0
    Accumulated other comprehensive income                                           105.2              45.4
    Common shares in treasury, at cost - 6,931,990
        shares at 6-30-00 and 7,010,790 at 12-31-99                                 (383.4)           (387.8)
    Deferred compensation                                                           (100.5)           (119.4)
                                                                                ----------        ----------
           Total Stockholders' Equity                                              2,140.6           1,492.4
                                                                                ----------        ----------

                                                                                $  7,219.6        $  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>
<CAPTION>


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

                                                                                           Six Months Ended
                                                                                               June 30,
(Millions of dollars)                                                                      2000             1999
                                                                                      --------------------------

<S>                                                                                   <C>                <C>
Operating Activities
--------------------
Net income (loss)                                                                     $   295.1          $ (65.3)
Adjustments to reconcile net income to net cash
    provided by operating activities -
        Depreciation, depletion and amortization                                          364.7            309.9
        Dry hole costs                                                                     36.2             22.8
        Deferred income taxes                                                             (44.8)            12.3
        Purchased in-process research and development                                      32.5                -
        Provision for environmental remediation and
           restoration of inactive sites, net of
           reimbursement                                                                   90.0                -
        (Gain) loss on sale and retirement of assets                                         .9             (3.0)
        Noncash items affecting net income                                                 25.6            160.2
        Other net cash used in operating activities                                      (128.5)          (362.1)
                                                                                      ---------          -------
           Net Cash Provided by Operating Activities                                      671.7             74.8
                                                                                      ---------          -------

Investing Activities
--------------------
Capital expenditures                                                                     (254.3)          (274.3)
Acquisitions                                                                             (999.4)           (54.4)
Other investing activities                                                                  4.4            (18.4)
                                                                                      ---------          -------
           Net Cash Used in Investing Activities                                       (1,249.3)          (347.1)
                                                                                      ---------          -------

Financing Activities
--------------------
Issuance of long-term debt                                                                924.2            940.6
Repayment of long-term debt                                                              (788.6)          (538.7)
Increase (decrease) in short-term borrowings                                               (4.1)            15.9
Issuance of common stock                                                                  370.2              1.3
Dividends paid                                                                            (81.3)           (60.6)
Other financing activities                                                                   -             (41.7)
                                                                                      ---------          -------
           Net Cash Provided by Financing Activities                                      420.4            316.8
                                                                                      ---------          -------

Effects of Exchange Rate Changes on Cash and Cash Equivalents                               5.2             (7.1)
                                                                                      ---------          -------

Net Increase (Decrease) in Cash and Cash Equivalents                                     (152.0)            37.4

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

Cash and Cash Equivalents at End of Period                                            $   114.6          $ 158.4
                                                                                      =========          =======


The accompanying notes are an integral part of this statement.

</TABLE>




                 KERR-McGEE CORPORATION AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 1999 six-month 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:

                                                   Six Months Ended
                                                       June 30,
     (Millions of dollars)                        2000              1999
                                               -------------------------

     Income tax payments                        $126.3            $ 53.7
     Less refunds received                       (24.2)            (58.5)
                                                ------            ------
     Net income tax payments (refunds)          $102.1            $ (4.8)
                                                ======            ======

     Interest payments                          $ 98.8            $ 96.6
                                                ======            ======


D.   During the second quarter of 2000 and 1999, comprehensive income was $122.3
     million and $44.3 million,  respectively. For the six months ended June 30,
     2000 and 1999,  comprehensive  income (loss) was $354.9 million and $(80.5)
     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 June 30, 2000, or December 31,
     1999.  At June  30,  2000,  and  December  31,  1999,  available  for  sale
     securities for which fair value can be determined are as follows:


<TABLE>
<CAPTION>



                                                       June 30, 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                       $557.4      208.8       $348.6     $327.2     $208.8       $118.4
     Exchangeable debt                        472.4      330.3       (142.1)     327.2      330.3          3.1
     U.S. government obligations -
       Maturing within one year                 2.4        2.4            -        4.7        4.7            -
       Maturing between one year
         and four years                         4.2        4.3          (.1)      11.1       10.9           .2
                                                                     ------                             ------
              Total                                                  $206.4                             $121.7
                                                                     ======                             ======

</TABLE>


E.   Investments  in equity  affiliates  totaled $59.1 million at June 30, 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 $7.9 million and $4.8 million for the three months ended
     June 30,  2000 and 1999,  respectively.  For the first six  months of 2000,
     equity  income  totaled $13.5  million,  compared with $7.1 million for the
     same 1999 period.

F.   The  following  tables  set forth  the  computation  of basic  and  diluted
     earnings (loss) per share (EPS) for the  three-month and six-month  periods
     ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>


                                                                For the Three Months Ended June 30,
                                        -----------------------------------------------------------------------
                                                      2000                                   1999
                                        --------------------------------        -------------------------------
     (In millions, except                                     Per-Share                               Per-Share
     per-share amounts)                  Income     Shares     Income            Income     Shares     Income
                                         ------     ------    ---------          ------     ------    ---------
     <S>                                 <C>           <C>      <C>               <C>        <C>      <C>
     Basic EPS                           $109.9        94.2     $1.17             $45.3      86.4     $.52
                                                                =====                                 ====

     Effect of Dilutive Securities:
     5 1/4% convertible debentures          5.3         9.8                           -         -
     7 1/2% convertible debentures          2.3         1.7                           -         -
     Stock options                            -          .2                           -         -
                                         ------       -----                       -----      ----
     Diluted EPS                         $117.5       105.9     $1.11             $45.3      86.4     $.52
                                         ======       =====     =====             =====      ====     ====
</TABLE>

<TABLE>
<CAPTION>


                                                                For the Six Months Ended June 30,
                                        -----------------------------------------------------------------------
                                                      2000                                   1999
                                        --------------------------------        -------------------------------
     (In millions, except                                     Per-Share                               Per-Share
     per-share amounts)                  Income     Shares     Income             Loss      Shares      Loss
                                         ------     ------    ---------           ----      ------    ---------
     <S>                                 <C>           <C>      <C>              <C>         <C>        <C>
     Basic EPS                           $295.1        92.4     $3.19            $(65.3)     86.4       $(.76)
                                                                =====                                   =====

     Effect of Dilutive Securities:
     5 1/4% convertible debentures          8.3         7.6                           -         -
     7 1/2% convertible debentures          4.6         1.7                           -         -
     Stock options                            -          .2                           -         -
                                         ------       -----                      ------      ----
     Diluted EPS                         $308.0       101.9     $3.02            $(65.3)     86.4       $(.76)
                                         ======       =====     =====            ======      ====       =====
</TABLE>



G.   CONTINGENCIES

     West Chicago, Illinois

     In 1973, a wholly owned subsidiary,  Kerr-McGee Chemical  Corporation,  now
     Kerr-McGee  Chemical LLC  (Chemical),  closed the facility in West Chicago,
     Illinois,  that processed thorium ores.  Historical operations had resulted
     in  low-level  radioactive   contamination  at  the  facility  and  in  the
     surrounding  areas.  In  1979,  Chemical  filed  a plan  with  the  Nuclear
     Regulatory  Commission (NRC) to decommission the facility. In 1990, the NRC
     transferred  jurisdiction  over the facility to the State of Illinois  (the
     State).  Following is the current status of various matters associated with
     the closed facility.

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

     In February 1997, Chemical executed an agreement with the City covering the
     terms and  conditions  for  completing  the final phase of  decommissioning
     work.  The State has  indicated  approval of the  agreement  and has issued
     license amendments  authorizing much of the work.  Chemical expects most of
     the work to be completed  within the next four years,  leaving  principally
     only groundwater remediation and/or monitoring for subsequent years.

     In 1992, the State enacted legislation imposing an annual storage fee equal
     to $2 per cubic foot of byproduct  material located at the closed facility.
     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.

     Vicinity Areas - The United States  Environmental  Protection  Agency (EPA)
     has listed four areas in the vicinity of the closed West  Chicago  facility
     on the National  Priority List  promulgated  by EPA under  authority of the
     Comprehensive  Environmental Response,  Compensation,  and Liability Act of
     1980  (CERCLA) and has  designated  Chemical as a  potentially  responsible
     party in these  four  areas.  Two of the four  areas  presently  are  being
     studied  to  determine  the extent of  contamination  and the nature of any
     remedy.  These two areas are known as the Sewage  Treatment Plant and Kress
     Creek.  The scope of the required  cleanup for these two areas has not been
     determined.  EPA previously issued unilateral administrative orders for the
     other two areas (known as the  residential  areas and  Reed-Keppler  Park),
     which require Chemical to conduct removal actions to excavate  contaminated
     soils and ship the soils elsewhere for disposal. Without waiving any of its
     rights or defenses,  Chemical is  conducting  the work  required by the two
     orders.  Chemical has substantially  completed the required  excavation and
     restoration  work at the park site, and will be monitoring the site pending
     final EPA approval.

     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.  In August 2000, the court  approved a settlement  that resolves the
     litigation on a class-wide basis.

     Government  Reimbursement - Pursuant to Title X of the Energy Policy Act of
     1992 (Title X), the U.S.  Department  of Energy is  obligated  to reimburse
     Chemical for certain  decommissioning  and cleanup costs in  recognition of
     the fact that much of the  facility's  production  was  dedicated to United
     States  government  contracts.  Title X was amended in 1998 to increase the
     amount   authorized  for  reimbursement  to  $140  million  plus  inflation
     adjustments.   Through  June  30,  2000,   Chemical  has  been   reimbursed
     approximately $88 million under Title X. These  reimbursements are provided
     by congressional appropriations.

     Other Matters

     The company  and/or its  subsidiaries  are parties to a number of legal and
     administrative  proceedings  involving  environmental  and/or other matters
     pending in various courts or agencies. These include proceedings associated
     with  facilities  currently or  previously  owned,  operated or used by the
     company,  its subsidiaries,  and/or their predecessors,  and include claims
     for personal  injuries  and property  damages.  The  company's  current and
     former  operations also involve  management of regulated  materials and are
     subject  to  various  environmental  laws and  regulations.  These laws and
     regulations  will obligate the company and/or its  subsidiaries to clean up
     various  sites  at  which  petroleum  and  other  hydrocarbons,  chemicals,
     low-level radioactive  substances and/or other materials have been disposed
     of or released. Some of these sites have been designated Superfund sites by
     EPA pursuant to CERCLA.

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

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

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

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

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

     As of June 30,  2000,  the company has reserves  totaling  $268 million for
     cleaning up and remediating  environmental sites, reflecting the reasonably
     estimable costs for addressing these sites.  This includes $138 million for
     the West Chicago sites.  Cumulative expenditures at all environmental sites
     through June 30,  2000,  total $724  million.  Management  believes,  after
     consultation with general counsel,  that currently the company has reserved
     adequately for the reasonably  estimable costs of  contingencies.  However,
     additions  to the  reserves may be required as  additional  information  is
     obtained  that  enables the  company to better  estimate  its  liabilities,
     including  liability at sites now under review,  though the company  cannot
     now reliably estimate the amount of future additions to the reserves.

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, Netherlands, for $403 million.
     The acquisitions were 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

Second-quarter  2000 net income  totaled  $109.9  million,  compared  with $45.3
million  for the same 1999  period.  Net income for the first six months of 2000
totaled 295.1 million, compared with a net loss of $65.3 million a year earlier.
Operating  profit  increased 152% or $201.5 million in the 2000 second  quarter,
compared with the same 1999 period.  Significantly  higher crude oil and natural
gas sales prices contributed to the increase in operating profit,  together with
lower  titanium  dioxide  pigment  production  costs and  higher  pigment  sales
volumes.  Partially  offsetting  were  the  write-off  of  purchased  in-process
research and development  associated with the acquisition of the Savannah,  Ga.,
pigment  plant,   higher  production  costs  and  exploration  expense  for  the
exploration  and  production  operations,  lower  pigment sales prices and lower
natural  gas sales  volumes.  Operating  profit for the first six months of 2000
totaled $662.4  million,  compared with $183.8 million for the same 1999 period.
The  increase in  operating  profit was due to higher  crude oil and natural gas
sales prices,  higher pigment sales volumes and lower pigment  production costs,
partially  offset by higher  production  costs,  depreciation  and depletion and
exploration  expenses for the exploration and production  operations,  purchased
in-process research and development and lower pigment sales prices.

Other expense for the second  quarter of 2000 totaled $150.4  million,  compared
with $55.4  million in the same 1999 period.  The increase was  primarily due to
the environmental  provision for inactive sites,  costs associated with chemical
facility  closings  and product  line  discontinuations  and higher net interest
expense,  partially  offset by higher  foreign  currency  transaction  gains and
higher equity income.  Other expense for the first six months of 2000 was $203.6
million,  compared with $257.3  million for the same 1999 period.  This decrease
was due  primarily to 1999 merger costs,  higher  foreign  currency  transaction
gains and  higher  equity  income,  partially  offset  by  higher  environmental
provision, costs associated with the chemical facility closings and product line
discontinuations, higher net interest expense and higher litigation provisions.

The income tax provision was $73.7 million for the 2000 second quarter, compared
with $31.8  million for the 1999 period.  The income tax provision for the first
six months of 2000 was $163.7  million,  compared  with an income tax benefit of
$12.3  million  for the 1999  period.  The income tax  benefit for the first six
months of 1999  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  second  quarter  and the first six months of 2000,  compared  with the same
periods last year.
<TABLE>
<CAPTION>


                                                        Three Months Ended                 Six Months Ended
                                                             June 30,                          June 30,
(Millions of dollars)                                   2000             1999              2000             1999
                                                    -------------------------         --------------------------

<S>                                                   <C>              <C>             <C>              <C>
Sales
     Exploration and production                       $664.2           $419.8          $1,302.3         $  705.6
     Chemicals - Pigment                               276.2            175.5             460.8            325.6
     Chemicals - Other                                  54.2             59.1             107.1            111.7
                                                      ------           ------          --------         --------
                                                       994.6            654.4           1,870.2          1,142.9
     All other                                            .1               .1                .1               .2
                                                      ------           ------          --------         --------
         Total Sales                                  $994.7           $654.5          $1,870.3         $1,143.1
                                                      ======           ======          ========         ========

Operating Profit
     Exploration and production                        324.5             98.6             616.6            121.8
     Chemicals - Pigment                                 6.0             30.1              38.3             56.7
     Chemicals - Other                                   3.5              3.8               7.5              5.3
                                                      ------           ------          --------         --------
         Total Operating Profit                        334.0            132.5             662.4            183.8

Other Expense                                         (150.4)           (55.4)           (203.6)          (257.3)
                                                      ------           ------          --------         --------

Income (Loss) before Income Taxes                      183.6             77.1             458.8            (73.5)

Taxes on Income                                        (73.7)           (31.8)           (163.7)            12.3
                                                      ------           ------          --------         --------
Income (Loss) before Change
     in Accounting Principle                           109.9             45.3             295.1            (61.2)

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

Net Income (Loss)                                     $109.9           $ 45.3          $  295.1         $  (65.3)
                                                      ======           ======          ========         ========

</TABLE>



Exploration and Production -

Operating  profit for the second  quarter of 2000 was $324.5  million,  compared
with $98.6 million for the same 1999 period.  Operating profit for the first six
months of 2000 and 1999 was $616.6 million and $121.8 million, respectively. The
increase in  operating  profit for both 2000 periods was due to higher crude oil
and natural  gas sales  prices,  partially  offset by higher  production  costs,
higher depreciation and depletion,  higher exploration expense and lower natural
gas sales volumes. Partially offsetting the second-quarter increase in operating
profit were lower crude oil sales volumes and higher general and  administrative
expense.  The higher  operating  profit for the  six-month  period also reflects
higher crude oil sales volumes and lower general and administrative expense.

Revenues were $664.2  million and $419.8 million for the three months ended June
30, 2000 and 1999, respectively, and $1,302.3 million and $705.6 million for the
first six months of 2000 and 1999,  respectively.  The following table shows the
company's  average  crude oil and natural gas sales  prices and volumes for both
the second quarter and first six months of 2000 and 1999.

<TABLE>
<CAPTION>


                                                        Three Months Ended                   Six Months Ended
                                                             June 30,                            June 30,
                                                        2000             1999              2000             1999
                                                    -------------------------           ------------------------


<S>                                                   <C>              <C>               <C>              <C>
Crude oil and condensate sales
   (thousands of bbls/day)
     Domestic
         Offshore                                       57.4             61.7              57.5             56.0
         Onshore                                        16.6             18.8              17.1             18.9
     North Sea                                         117.8            112.0             120.9            103.2
     Other International                                14.9             15.5              14.4             16.0
                                                      ------           ------            ------           ------
              Total                                    206.7            208.0             209.9            194.1
                                                      ======           ======            ======           ======

Average crude oil sales price (per barrel)
     Domestic
         Offshore                                     $25.52           $13.93            $25.47           $12.06
         Onshore                                       27.76            15.82             27.74            13.51
     North Sea                                         26.35            15.18             26.41            13.57
     Other International                               25.02            12.99             24.54            10.84
              Average                                 $26.14           $14.81            $26.14           $13.01

Natural gas sold (MMCF/day)
     Domestic
         Offshore                                        296              376               295              362
         Onshore                                         176              172               173              168
     North Sea                                            71               43                70               51
                                                      ------           ------            ------           ------
              Total                                      543              591               538              581
                                                      ======           ======            ======           ======

Average natural gas sales price (per MCF)
     Domestic
         Offshore                                      $3.56            $2.16             $3.08            $1.93
         Onshore                                        3.71             2.18              3.28             1.90
     North Sea                                          1.90             2.28              2.00             2.42
              Average                                  $3.40            $2.28             $3.00            $2.10

</TABLE>


Chemicals - Pigment

Second-quarter  2000  operating  profit  was $6 million  on  revenues  of $276.2
million,  compared with operating  profit of $30.1 million on revenues of $175.5
million  for the same 1999  period.  For the first six  months of 2000 and 1999,
operating profit was $38.3 million and $56.7 million,  respectively, on revenues
of $460.8 million and $325.6 million,  respectively.  Operating  profit for both
2000 periods was  negatively  impacted by $32.5 million of purchased  in-process
research and development and $5 million  transition-related  expenses associated
with the  acquisition  of two pigment  plants from Kemira Oyj.  Excluding  these
special items,  operating  profit for the second quarter and first six months of
2000 was $43.5 million and $75.8 million, respectively. Excluding special items,
the increase in operating profit for both 2000 periods was due to lower per-unit
production  costs and higher  sales  volumes,  partially  offset by lower  sales
prices.

Chemicals - Other

Operating  profit in the 2000  second  quarter  was $3.5  million on revenues of
$54.2  million,  compared with  operating  profit of $3.8 million on revenues of
$59.1  million for the 1999  period.  For the first six months of 2000 and 1999,
operating profit was $7.5 million and $5.3 million, respectively, on revenues of
$107.1 million and $111.7 million,  respectively.  Higher  electrolytic  product
sales prices were the primary  reason for the  increase in operating  profit for
the first six months of 2000 period compared with the same 1999 period.

Financial Condition

At June 30, 2000, the company's net working capital position was $158.1 million,
compared with $192.1  million at June 30, 1999,  and $320.5  million at December
31, 1999.  The current  ratio was 1.2 to 1 at both June 30,  2000,  and June 30,
1999,  compared with 1.4 to 1 at December 31, 1999. The company's  percentage of
net debt (debt less cash) to capitalization  was 55% at June 30, 2000,  compared
with 60% at December 31, 1999.

The company had unused lines of credit and revolving credit facilities of $1,324
million at June 30, 2000.  Of this amount,  $885 million and $264 million can be
used to  support  commercial  paper  borrowings  of  Kerr-McGee  Credit  LLC and
Kerr-McGee Oil (U.K.) PLC, respectively.

Cash  capital   expenditures  for  the  first  six  months  of  2000,  excluding
acquisitions,  totaled $254.3 million, compared with $274.3 million for the same
period last year.  Exploration and production  expenditures,  principally in the
Gulf of Mexico and North  Sea,  were 87% of the 2000  total.  Chemical - pigment
expenditures were 10% of the 2000 total. Chemical - other and corporate incurred
the  remaining  3% 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.

           The United States Environmental  Protection Agency (EPA) has notified
           the   company's   wholly  owned   subsidiary,   Kerr-McGee   Chemical
           Corporation,  now Kerr-McGee  Chemical LLC  (Chemical),  that it is a
           potentially  responsible  party at a  Superfund  site  located in New
           Jersey.  EPA has  alleged  the site was once owned and  operated by a
           predecessor  of  Chemical.  Although  EPA  has not  selected  a final
           remedy,  EPA has  preliminarily  estimated  that cleanup costs at the
           site  may  exceed  $100  million.  Chemical  is  evaluating  possible
           defenses to any claim by EPA for response costs.  The company has not
           provided a reserve  for the site as it is not  possible  to  reliably
           estimate whatever liability Chemical may have for the cleanup because
           of  uncertainties  regarding  Chemical's  connection  to the site and
           EPA's  selection  of a  remedy.  See  Note  G.  to  the  consolidated
           financial statements in this Form 10-Q.

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

      (a)  Exhibits -

      Exhibit No.
      -----------

          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    August 11, 2000                  By:   (Deborah A. Kitchens)
        ---------------                        ---------------------
                                               Deborah A. Kitchens
                                                 Vice President and Controller
                                                 and Chief Accounting Officer