<PAGE>   1

              As filed with the Securities and Exchange Commission
                                on July 7, 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)

                                   ----------

                ORYX ENERGY COMPANY 1997 LONG TERM INCENTIVE PLAN
              ORYX ENERGY COMPANY EXECUTIVE VARIABLE INCENTIVE PLAN
          ORYX ENERGY COMPANY EQUITY AND DEFERRED COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (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)            1,652,553 shs      $59.0625                $97,603,911(b)           $ 25,767.43(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 July 5, 2000.


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

<PAGE>   2


This Registration Statement covers 1,652,553 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 Oryx Energy Company 1997 Long Term
Incentive Plan; Oryx Energy Company Executive Variable Incentive Plan; and Oryx
Energy Company Equity and Deferred Compensation Plan for Non-Employee Directors.

                                     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



                                       2
<PAGE>   4

is or was a director, officer or employee of the Company or serves or served any
other enterprise at the request of the Company.

         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 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.

         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.

         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.

                                       4
<PAGE>   6

                                   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 5th day
of July, 2000.


                                             KERR-McGEE CORPORATION
                                             (Registrant)



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




<PAGE>   7


         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,                      July 5, 2000
------------------------------------                 Chief Executive Officer
Luke R. Corbett                                      and Director



/s/ ROBERT M. WOHLEBER                               Senior Vice President                       July 5, 2000
------------------------------------                 and Chief Financial Officer
Robert M. Wohleber


/s/ DEBORAH A. KITCHENS                              Vice President, Controller                  July 5, 2000
------------------------------------                 and Chief Accounting Officer
Deborah A. Kitchens


 *                                                   Director                                    July 5, 2000
------------------------------------
William E. Bradford


 *                                                   Director                                    July 5, 2000
------------------------------------
Sylvia A. Earle


 *                                                   Director                                    July 5, 2000
------------------------------------
David C. Genever-Watling


 *                                                   Director                                    July 5, 2000
------------------------------------
Martin C. Jischke


/s/ TOM J. McDANIEL                                  Director                                    July 5, 2000
------------------------------------
Tom J. McDaniel


 *                                                   Director                                    July 5, 2000
------------------------------------
William C. Morris


 *                                                   Director                                    July 5, 2000
------------------------------------
John J. Murphy
</TABLE>



<PAGE>   8

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


<S>                                                  <C>                                         <C>
 *                                                   Director                                    July 5, 2000
------------------------------------
Leroy C. Richie


 *                                                   Director                                    July 5, 2000
------------------------------------
Matthew R. Simmons


 *                                                   Director                                    July 5, 2000
------------------------------------
Farah M. Walters


 *                                                   Director                                    July 5, 2000
------------------------------------
Ian L. White-Thomson


*By: /s/ TOM J. MCDANIEL                                                                         July 5, 2000
    --------------------------------
      Tom J. McDaniel
      as Attorney-in-Fact
</TABLE>


<PAGE>   9

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                          DESCRIPTION
-------                         -----------

<S>                             <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": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22280}]
{"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": "333-41008", "film-number": "669356"}, "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 July 7, 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)

                                   ----------

                ORYX ENERGY COMPANY 1997 LONG TERM INCENTIVE PLAN
              ORYX ENERGY COMPANY EXECUTIVE VARIABLE INCENTIVE PLAN
          ORYX ENERGY COMPANY EQUITY AND DEFERRED COMPENSATION PLAN FOR
                             NON-EMPLOYEE DIRECTORS
                            (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)            1,652,553 shs      $59.0625                $97,603,911(b)           $ 25,767.43(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 July 5, 2000.

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

This Registration Statement covers 1,652,553 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 Oryx Energy Company 1997 Long Term
Incentive Plan; Oryx Energy Company Executive Variable Incentive Plan; and Oryx
Energy Company Equity and Deferred Compensation Plan for Non-Employee Directors.

                                     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

                                       2
4

is or was a director, officer or employee of the Company or serves or served any
other enterprise at the request of the Company.

         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 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.

         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.

         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.

                                       4
6

                                   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 5th day
of July, 2000.

                                             KERR-McGEE CORPORATION
                                             (Registrant)

                                             By:   * /s/ LUKE R. CORBETT
                                                --------------------------------
                                                         Luke R. Corbett
                                                    Chairman of the Board and
                                                     Chief Executive Officer
7

         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,                      July 5, 2000
------------------------------------                 Chief Executive Officer
Luke R. Corbett                                      and Director

/s/ ROBERT M. WOHLEBER                               Senior Vice President                       July 5, 2000
------------------------------------                 and Chief Financial Officer
Robert M. Wohleber

/s/ DEBORAH A. KITCHENS                              Vice President, Controller                  July 5, 2000
------------------------------------                 and Chief Accounting Officer
Deborah A. Kitchens

 *                                                   Director                                    July 5, 2000
------------------------------------
William E. Bradford

 *                                                   Director                                    July 5, 2000
------------------------------------
Sylvia A. Earle

 *                                                   Director                                    July 5, 2000
------------------------------------
David C. Genever-Watling

 *                                                   Director                                    July 5, 2000
------------------------------------
Martin C. Jischke

/s/ TOM J. McDANIEL                                  Director                                    July 5, 2000
------------------------------------
Tom J. McDaniel

 *                                                   Director                                    July 5, 2000
------------------------------------
William C. Morris

 *                                                   Director                                    July 5, 2000
------------------------------------
John J. Murphy
8
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
*                                                   Director                                    July 5, 2000
------------------------------------
Leroy C. Richie

 *                                                   Director                                    July 5, 2000
------------------------------------
Matthew R. Simmons

 *                                                   Director                                    July 5, 2000
------------------------------------
Farah M. Walters

 *                                                   Director                                    July 5, 2000
------------------------------------
Ian L. White-Thomson

*By: /s/ TOM J. MCDANIEL                                                                         July 5, 2000
    --------------------------------
      Tom J. McDaniel
      as Attorney-in-Fact
9

                                INDEX TO EXHIBITS
EXHIBIT
NUMBER                          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