<PAGE>   1
              As filed with the Securities and Exchange Commission
                                on June 14, 2000
                                                     Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             KERR-MCGEE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                      73-0311467
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                                Kerr-McGee Center
                          Oklahoma City, Oklahoma 73125
                                 (405) 270-1313
          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)
                                   ----------

              KERR-MCGEE CORPORATION 1998 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Luke R. Corbett
                             Kerr-McGee Corporation
                                Kerr-McGee Center
                          Oklahoma City, Oklahoma 73125
                                 (405) 270-1313
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               Proposed
                                           Proposed            Maximum
Title of Securities     Amount To Be       Maximum Offering    Aggregate Offering   Amount of
To Be Registered        Registered         Price Per Share     Price                Registration Fee
-------------------     ------------       ----------------    ------------------   ----------------
<S>                     <C>                <C>                 <C>                  <C>
Common Stock,
$1.00 Par Value
Per Share(a)            2,300,000 shs      $60.3125            $138,718,750(b)      $36,621.75(b)
</TABLE>

(a) Includes stock purchase rights associated with the Common Stock. (b)
Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on June 13, 2000.

================================================================================


<PAGE>   2


This Registration Statement covers 2,300,000 shares of the common stock, $1.00
par value per share ("Common Stock"), of Kerr-McGee Corporation (the "Company"
or the "Registrant") to be issued under the Kerr-McGee Corporation 1998 Long
Term Incentive Plan.

                                     PART I

ITEM 1. PLAN INFORMATION.

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), File No. 1-3939, are hereby
incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000

     (c)  The Company's Current Report on Form 8-K dated January 27, 2000 filed
          on January 31, 2000

     (d)  The Company's Current Report on Form 8-K dated February 4, 2000 filed
          on February 4, 2000

     (e)  Description of the Common Stock set forth on pages 14 and 15 of the
          Company's Registration Statement on Form S-3 dated January 4, 2000
          (File No. 333-94091)


All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


                                       1
<PAGE>   3


ITEM 4. DESCRIPTION OF SECURITIES.

     Not required to be filed with this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer, director, employee
or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

     Article SEVENTH (2) of the Restated Certificate of Incorporation of the
Company provides as follows:

          "To the full extent permitted by the General Corporation Law of the
          State of Delaware as the same exists or may hereafter be amended, a
          director of the Corporation shall not be liable to the Corporation or
          its stockholders for monetary damages for breach of fiduciary duty as
          a director. No repeal, amendment or modification of this article,
          whether direct or indirect, shall eliminate or reduce its effect with
          respect to any act or omission of a director of the Corporation
          occurring prior to such repeal, amendment or modification."

     Article XXII of the ByLaws of the Company provides that the Company shall
indemnify to the fullest extent permitted by law any person made, or threatened
to be made, a party to an action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director, officer or employee of the Company or serves or served any other
enterprise at the request of the Company.


                                       2
<PAGE>   4


     In addition, the Company has director and officer insurance and other
insurance policies which insure directors and officers against loss in
connection with actions taken or omitted to be taken in their official
capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     A list of all Exhibits filed as part of this Registration Statement is as
follows:

       EXHIBIT                            DESCRIPTION

         4.1        Restated Certificate of Incorporation of Kerr-McGee
                    Corporation, filed as Exhibit 3.1 to the report filed on
                    Form 10-K for the year ended December 31, 1998, and
                    incorporated herein by reference.

         4.2        Bylaws of Kerr-McGee Corporation as approved February 26,
                    1999, filed as Exhibit 3.2 to the report filed on Form 10-K
                    for the year ended December 31, 1998, and incorporated
                    herein by reference.

         4.3        Amended and Restated Rights Agreement dated as of July 9,
                    1996, filed as Exhibit 1 to the report on Form 8-K dated
                    July 9, 1996, and incorporated herein by reference.

         4.4        Kerr-McGee Corporation Direct Purchase and Dividend
                    Retirement Plan filed on Form S-3 effective August 19, 1993,
                    Registration No. 333-66112 and incorporated herein by
                    reference.

         5.1        Opinion of Gregory F. Pilcher, Vice President, General
                    Counsel and Corporate Secretary of the Company, as to the
                    legality of the Common Stock being registered.

        23.1        Consent of Arthur Andersen LLP relating to Kerr-McGee
                    Corporation financial statements.

        23.2        Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee
                    Corporation financial statements.

        23.3        Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).

        24          Powers of Attorney.


ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:


                                       3
<PAGE>   5


1.   To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement;

     (i)    To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933 (the "Act").

     (ii)   To reflect in the prospectus any facts or events arising after the
            effective date of this Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement.

     (iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement, provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the Registration Statement is on Form
            S-3, Form S-8 or Form F-3, and the information required to be
            included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed with or furnished to the
            Commission by the Registrant pursuant to Sections 13 or 15(d) of the
            Exchange Act that are incorporated by reference in this Registration
            Statement.

2.   That, for the purposes of determining any liability under the Act, each
     such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

3.   To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

4.   That, for purposes of determining any liability under the Act, each filing
     of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of
     the Exchange Act that is incorporated by reference in this Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.


                                       4
<PAGE>   6


5.   Insofar as indemnification for liabilities arising under the Act may be
     permitted to directors, officers and controlling persons of the Registrant
     pursuant to the foregoing provisions, or otherwise, the Registrant has been
     advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of expenses incurred
     or paid by a director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.


                                       5
<PAGE>   7


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on this 13th day of
June, 2000.


                                               KERR-MCGEE CORPORATION
                                               (Registrant)



                                               By: *
                                                  ------------------------------
                                                         Luke R. Corbett
                                                    Chairman of the Board and
                                                     Chief Executive Officer


<PAGE>   8


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
<S>                                                  <C>                                         <C>

 *                                                   Chairman of the Board,                      June 13, 2000
------------------------------------                 Chief Executive Officer
Luke R. Corbett                                      and Director


 *                                                   Senior Vice President                       June 13, 2000
------------------------------------                 and Chief Financial Officer
Robert M. Wohleber


 /s/ DEBORAH A. KITCHENS                             Vice President, Controller                  June 13, 2000
------------------------------------                 and Chief Accounting Officer
Deborah A. Kitchens


 *                                                   Director                                    June 13, 2000
------------------------------------
William E. Bradford


 *                                                   Director                                    June 13, 2000
------------------------------------
Sylvia A. Earle


 *                                                   Director                                    June 13, 2000
------------------------------------
David C. Genever-Watling


 *                                                   Director                                    June 13, 2000
------------------------------------
Martin C. Jischke


 /s/ TOM J. MCDANIEL                                 Director                                    June 13, 2000
------------------------------------
Tom J. McDaniel


 *                                                   Director                                    June 13, 2000
------------------------------------
William C. Morris


 *                                                   Director                                    June 13, 2000
------------------------------------
John J. Murphy
</TABLE>


<PAGE>   9


<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
<S>                                                  <C>                                         <C>

 *                                                   Director                                    June 13, 2000
------------------------------------
Leroy C. Richie


 *                                                   Director                                    June 13, 2000
------------------------------------
Matthew R. Simmons


 *                                                   Director                                    June 13, 2000
------------------------------------
Farah M. Walters


 *                                                   Director                                    June 13, 2000
------------------------------------
Ian L. White-Thomson


*By: /s/ TOM J. MCDANIEL                                                                         June 13, 2000
    --------------------------------
      Tom J. McDaniel
      as Attorney-in-Fact
</TABLE>


<PAGE>   10
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT                                                                            SEQUENTIALLY
NUMBER                              DESCRIPTION                                    NUMBERED PAGE
------                              -----------                                    -------------
<S>        <C>                                                                     <C>
 4.1       Restated Certificate of Incorporation of Kerr-McGee  Corporation,
           filed as  Exhibit  3.1 to the  report  filed on Form 10-K for the
           year  ended  December  31,  1998,  and  incorporated   herein  by
           reference.


 4.2       Bylaws of Kerr-McGee Corporation as approved February 26, 1999, filed
           as Exhibit 3.2 to the report filed on Form 10-K for the year ended
           December 31, 1998, and incorporated herein by reference.


 4.3       Amended and Restated  Rights  Agreement dated as of July 9, 1996,
           filed as  Exhibit 1 to the report on Form 8-K dated July 9, 1996,
           and incorporated herein by reference.


 4.4       Kerr-McGee  Corporation  Direct Purchase and Dividend  Retirement
           Plan filed on Form S-3  effective  August 19, 1993,  Registration
           No. 333-66112 and incorporated herein by reference.


 5.1       Opinion of Gregory F. Pilcher,  Vice  President,  General Counsel
           and  Corporate  Secretary of the  Company,  as to the legality of
           the Common Stock being registered.


23.1       Consent  of  Arthur   Andersen   LLP   relating   to   Kerr-McGee
           Corporation financial statements.


23.2       Consent of  PricewaterhouseCoopers  LLP  relating  to  Kerr-McGee
           Corporation financial statements.


23.3       Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).


24         Powers of Attorney
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 21689}]
{"company-data": {"conformed-name": "KERR MCGEE CORP", "cik": "0000055458", "assigned-sic": "1311", "irs-number": "730311467", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39222", "film-number": "654628"}, "business-address": {"street1": "KERR MCGEE CTR", "street2": "123 ROBERT S KERR", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73125", "phone": "4052701313"}, "mail-address": {"street1": "P O BOX 25861", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73125"}, "former-company": {"former-conformed-name": "KERR MCGEE OIL INDUSTRIES INC", "date-changed": "19671227"}}
1
              As filed with the Securities and Exchange Commission
                                on June 14, 2000
                                                     Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             KERR-MCGEE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                      73-0311467
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

                                Kerr-McGee Center
                          Oklahoma City, Oklahoma 73125
                                 (405) 270-1313
          (Address, including zip code and telephone number, including
             area code of registrant's principal executive offices)
                                   ----------

              KERR-MCGEE CORPORATION 1998 LONG TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                 Luke R. Corbett
                             Kerr-McGee Corporation
                                Kerr-McGee Center
                          Oklahoma City, Oklahoma 73125
                                 (405) 270-1313
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                   ----------

                         CALCULATION OF REGISTRATION FEE
Proposed
                                           Proposed            Maximum
Title of Securities     Amount To Be       Maximum Offering    Aggregate Offering   Amount of
To Be Registered        Registered         Price Per Share     Price                Registration Fee
-------------------     ------------       ----------------    ------------------   ----------------
Common Stock,
$1.00 Par Value
Per Share(a)            2,300,000 shs      $60.3125            $138,718,750(b)      $36,621.75(b)
(a) Includes stock purchase rights associated with the Common Stock. (b)
Pursuant to Rule 457(h)(1), under the Securities Act of 1933, computed on the
basis of the average of the high and low prices of the Common Stock as reported
on the New York Stock Exchange on June 13, 2000.

================================================================================
2

This Registration Statement covers 2,300,000 shares of the common stock, $1.00
par value per share ("Common Stock"), of Kerr-McGee Corporation (the "Company"
or the "Registrant") to be issued under the Kerr-McGee Corporation 1998 Long
Term Incentive Plan.

                                     PART I

ITEM 1. PLAN INFORMATION.

     Not required to be filed with this Registration Statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     Not required to be filed with this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by the Company with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), File No. 1-3939, are hereby
incorporated by reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2000

     (c)  The Company's Current Report on Form 8-K dated January 27, 2000 filed
          on January 31, 2000

     (d)  The Company's Current Report on Form 8-K dated February 4, 2000 filed
          on February 4, 2000

     (e)  Description of the Common Stock set forth on pages 14 and 15 of the
          Company's Registration Statement on Form S-3 dated January 4, 2000
          (File No. 333-94091)

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       1
3

ITEM 4. DESCRIPTION OF SECURITIES.

     Not required to be filed with this Registration Statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any persons who are, or are
threatened to be made, parties to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. The indemnity may include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer, director, employee
or agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

     Article SEVENTH (2) of the Restated Certificate of Incorporation of the
Company provides as follows:

          "To the full extent permitted by the General Corporation Law of the
          State of Delaware as the same exists or may hereafter be amended, a
          director of the Corporation shall not be liable to the Corporation or
          its stockholders for monetary damages for breach of fiduciary duty as
          a director. No repeal, amendment or modification of this article,
          whether direct or indirect, shall eliminate or reduce its effect with
          respect to any act or omission of a director of the Corporation
          occurring prior to such repeal, amendment or modification."

     Article XXII of the ByLaws of the Company provides that the Company shall
indemnify to the fullest extent permitted by law any person made, or threatened
to be made, a party to an action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director, officer or employee of the Company or serves or served any other
enterprise at the request of the Company.

                                       2
4

     In addition, the Company has director and officer insurance and other
insurance policies which insure directors and officers against loss in
connection with actions taken or omitted to be taken in their official
capacities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     A list of all Exhibits filed as part of this Registration Statement is as
follows:

       EXHIBIT                            DESCRIPTION

         4.1        Restated Certificate of Incorporation of Kerr-McGee
                    Corporation, filed as Exhibit 3.1 to the report filed on
                    Form 10-K for the year ended December 31, 1998, and
                    incorporated herein by reference.

         4.2        Bylaws of Kerr-McGee Corporation as approved February 26,
                    1999, filed as Exhibit 3.2 to the report filed on Form 10-K
                    for the year ended December 31, 1998, and incorporated
                    herein by reference.

         4.3        Amended and Restated Rights Agreement dated as of July 9,
                    1996, filed as Exhibit 1 to the report on Form 8-K dated
                    July 9, 1996, and incorporated herein by reference.

         4.4        Kerr-McGee Corporation Direct Purchase and Dividend
                    Retirement Plan filed on Form S-3 effective August 19, 1993,
                    Registration No. 333-66112 and incorporated herein by
                    reference.

         5.1        Opinion of Gregory F. Pilcher, Vice President, General
                    Counsel and Corporate Secretary of the Company, as to the
                    legality of the Common Stock being registered.

        23.1        Consent of Arthur Andersen LLP relating to Kerr-McGee
                    Corporation financial statements.

        23.2        Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee
                    Corporation financial statements.

        23.3        Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).

        24          Powers of Attorney.

ITEM 9. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

                                       3
5

1.   To file, during any period in which offers or sales are being made, a
     post-effective amendment to this Registration Statement;

     (i)    To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933 (the "Act").

     (ii)   To reflect in the prospectus any facts or events arising after the
            effective date of this Registration Statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20 percent change in the maximum aggregate offering price set
            forth in the "Calculation of Registration Fee" table in the
            effective registration statement.

     (iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in this Registration Statement
            or any material change to such information in this Registration
            Statement, provided, however, that paragraphs (a)(1)(i) and
            (a)(1)(ii) do not apply if the Registration Statement is on Form
            S-3, Form S-8 or Form F-3, and the information required to be
            included in a post-effective amendment by those paragraphs is
            contained in periodic reports filed with or furnished to the
            Commission by the Registrant pursuant to Sections 13 or 15(d) of the
            Exchange Act that are incorporated by reference in this Registration
            Statement.

2.   That, for the purposes of determining any liability under the Act, each
     such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities offered therein, and the offering of
     such securities at that time shall be deemed to be the initial bona fide
     offering thereof.

3.   To remove from registration by means of a post-effective amendment any of
     the securities being registered which remain unsold at the termination of
     the offering.

4.   That, for purposes of determining any liability under the Act, each filing
     of the Registrant's annual report pursuant to Sections 13(a) or 15(d) of
     the Exchange Act that is incorporated by reference in this Registration
     Statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

                                       4
6

5.   Insofar as indemnification for liabilities arising under the Act may be
     permitted to directors, officers and controlling persons of the Registrant
     pursuant to the foregoing provisions, or otherwise, the Registrant has been
     advised that in the opinion of the Commission such indemnification is
     against public policy as expressed in the Act and is, therefore,
     unenforceable. In the event that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of expenses incurred
     or paid by a director, officer or controlling person of the Registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the Registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                       5
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on this 13th day of
June, 2000.

                                               KERR-MCGEE CORPORATION
                                               (Registrant)

                                               By: *
                                                  ------------------------------
                                                         Luke R. Corbett
                                                    Chairman of the Board and
                                                     Chief Executive Officer
8

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
*                                                   Chairman of the Board,                      June 13, 2000
------------------------------------                 Chief Executive Officer
Luke R. Corbett                                      and Director

 *                                                   Senior Vice President                       June 13, 2000
------------------------------------                 and Chief Financial Officer
Robert M. Wohleber

 /s/ DEBORAH A. KITCHENS                             Vice President, Controller                  June 13, 2000
------------------------------------                 and Chief Accounting Officer
Deborah A. Kitchens

 *                                                   Director                                    June 13, 2000
------------------------------------
William E. Bradford

 *                                                   Director                                    June 13, 2000
------------------------------------
Sylvia A. Earle

 *                                                   Director                                    June 13, 2000
------------------------------------
David C. Genever-Watling

 *                                                   Director                                    June 13, 2000
------------------------------------
Martin C. Jischke

 /s/ TOM J. MCDANIEL                                 Director                                    June 13, 2000
------------------------------------
Tom J. McDaniel

 *                                                   Director                                    June 13, 2000
------------------------------------
William C. Morris

 *                                                   Director                                    June 13, 2000
------------------------------------
John J. Murphy
9
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
*                                                   Director                                    June 13, 2000
------------------------------------
Leroy C. Richie

 *                                                   Director                                    June 13, 2000
------------------------------------
Matthew R. Simmons

 *                                                   Director                                    June 13, 2000
------------------------------------
Farah M. Walters

 *                                                   Director                                    June 13, 2000
------------------------------------
Ian L. White-Thomson

*By: /s/ TOM J. MCDANIEL                                                                         June 13, 2000
    --------------------------------
      Tom J. McDaniel
      as Attorney-in-Fact
10
                               INDEX TO EXHIBITS
EXHIBIT                                                                            SEQUENTIALLY
NUMBER                              DESCRIPTION                                    NUMBERED PAGE
------                              -----------                                    -------------
4.1       Restated Certificate of Incorporation of Kerr-McGee  Corporation,
           filed as  Exhibit  3.1 to the  report  filed on Form 10-K for the
           year  ended  December  31,  1998,  and  incorporated   herein  by
           reference.

 4.2       Bylaws of Kerr-McGee Corporation as approved February 26, 1999, filed
           as Exhibit 3.2 to the report filed on Form 10-K for the year ended
           December 31, 1998, and incorporated herein by reference.

 4.3       Amended and Restated  Rights  Agreement dated as of July 9, 1996,
           filed as  Exhibit 1 to the report on Form 8-K dated July 9, 1996,
           and incorporated herein by reference.

 4.4       Kerr-McGee  Corporation  Direct Purchase and Dividend  Retirement
           Plan filed on Form S-3  effective  August 19, 1993,  Registration
           No. 333-66112 and incorporated herein by reference.

 5.1       Opinion of Gregory F. Pilcher,  Vice  President,  General Counsel
           and  Corporate  Secretary of the  Company,  as to the legality of
           the Common Stock being registered.

23.1       Consent  of  Arthur   Andersen   LLP   relating   to   Kerr-McGee
           Corporation financial statements.

23.2       Consent of  PricewaterhouseCoopers  LLP  relating  to  Kerr-McGee
           Corporation financial statements.

23.3       Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).

24         Powers of Attorney