SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


                            Form 8-K


                         CURRENT REPORT





             Pursuant to Section 13 or 15(d) of the

                 Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):
July 9, 1996





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




  Delaware               1-3939                73-0311467     
  (State of      (Commission File Number)     IRS Employer
Incorporation)                             Identification No.



       Kerr-McGee Center
       Oklahoma City, Oklahoma                      73125
   (Address of principal executive offices)       (Zip Code)



                         (405) 270-1313
                 (Registrant's telephone number)


<PAGE>

Item 5.   Other Events

            On July 9, 1996 the Board of Directors of Kerr-McGee
Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of
common stock, par value $1.00 per share, of the Company (the
"Common Stock").  The dividend is payable on July 22, 1996 (the
"Record Date") to the stockholders of record on that date.  Each
Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series B Junior
Participating Preferred Stock, without par value (the "Preferred
Stock") of the Company at a price of $215.00 per one one-
hundredth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment.  The description and terms of the Rights
are set forth in a Rights Agreement dated as of July 9, 1996 as
the same may be amended from time to time (the "Rights
Agreement"), between the Company and The Liberty Bank and Trust
Company of Oklahoma City, N.A., as Rights Agent (the "Rights
Agent").

            Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (with certain exceptions an "Acquiring
Person") have acquired beneficial ownership of 15% or more of
the outstanding shares of Common Stock or (ii) 10 business days
(or such later date as may be determined by action of the Board
of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15%
or more of the outstanding shares of Common Stock (the earlier
of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of this Summary of
Rights.

            The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Stock.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the shares
of Common Stock represented by such certificate.  As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.

            The Rights are not exercisable until the Distribu-
tion Date.  The Rights will expire on July 22, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is advanced
or extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case as described below.

            The Purchase Price payable, and the number of shares
of Preferred Stock or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the
then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).

            The number of outstanding Rights is also subject to
adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the
Distribution Date.

            Shares of Preferred Stock purchasable upon exercise
of the Rights will not be redeemable.  Each share of Preferred
Stock will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1 per share but will
be entitled to an aggregate dividend of 100 times the dividend
declared per share of Common Stock.  In the event of
liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an
aggregate payment of 100 times the payment made per share of
Common Stock.  Each share of Preferred Stock will have 100
votes, voting together with the Common Stock.  Finally, in the
event of any merger, consolidation or other transaction in which
shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock.  These rights are protected
by customary antidilution provisions.

            Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a share of Preferred Stock purchasable
upon exercise of each Right should approximate the value of one
share of Common Stock.

            In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, each holder
of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereupon become void), will
thereafter have the right to receive upon exercise of a Right at
the then current exercise price of the Right, that number of
shares of Common Stock having a market value of two times the
exercise price of the Right.

            In the event that, after a person or group has be-
come an Acquiring Person, the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise
price of the Right.  

            At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding shares of Common Stock
or the occurrence of an event described in the prior paragraph,
the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth of a share of
Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

            With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.  No
fractional shares of Preferred Stock will be issued (other than
fractions which are integral multiples of one one-hundredth of
a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu there-
of, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading day prior to the date
of exercise.

            At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price").  The redemption of the Rights
may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.  Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption
Price.

            For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend
the Rights in any manner.  After the Rights are no longer
redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights. 

            Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

<PAGE>

Item 7.   Exhibits

          1.     Rights Agreement, dated as of July 9, 1996,
                 between the Company and Liberty Bank and
                 Trust Company of Oklahoma City, N.A. which
                 includes the Certificate of Designations for
                 the Series B Junior Participating Preferred
                 Stock as Exhibit A, the form of Right
                 Certificate as Exhibit B and the Summary of
                 Rights to Purchase Preferred Shares as Exhibit
                 C.  Pursuant to the Rights Agreement, printed
                 Right Certificates will not be mailed until as
                 soon as practicable after the earlier of the
                 tenth day after public announcement that a
                 person or group has acquired beneficial
                 ownership of 15% or more of the shares of
                 Common Stock or the tenth business day after a
                 person commences, or announces its intention
                 to commence, a tender offer or exchange offer
                 the consummation of which would result in the
                 beneficial ownership by a person or group of
                 15% or more of the shares of Common Stock.

          2.     Press Release dated July 9, 1996.

<PAGE>

                            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 hereunto duly
authorized.


                                KERR-MCGEE CORPORATION


Dated: July 9, 1996            By: (JOHN C. LINEHAN)        
                                    Name:  John C. Linehan
                                    Title: Senior Vice
                                           President and Chief
                                           Financial Officer

<PAGE>

                          EXHIBIT INDEX


Exhibit No.                               Description

          1.     Rights Agreement, dated as of July 9, 1996,
                 between the Company and  Liberty Bank and
                 Trust Company of Oklahoma City, N.A. which
                 includes the Certificate of Designations for
                 the Series B Junior Participating Preferred
                 Stock as Exhibit A, the form of Right
                 Certificate as Exhibit B and the Summary of
                 Rights to Purchase Preferred Shares as Exhibit
                 C.  Pursuant to the Rights Agreement, printed
                 Right Certificates will not be mailed until as
                 soon as practicable after the earlier of the
                 tenth day after public announcement that a
                 person or group has acquired beneficial
                 ownership of 15% or more of the shares of
                 Common Stock or the tenth business day after a
                 person commences, or announces its intention
                 to commence, a tender offer or exchange offer
                 the consummation of which would result in the
                 beneficial ownership by a person or group of
                 15% or more of the shares of Common Stock.

          2.     Press Release dated July 9, 1996.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13824}]
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SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            Form 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the

                 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 9, 1996

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

  Delaware               1-3939                73-0311467     
  (State of      (Commission File Number)     IRS Employer
Incorporation)                             Identification No.

       Kerr-McGee Center
       Oklahoma City, Oklahoma                      73125
   (Address of principal executive offices)       (Zip Code)

                         (405) 270-1313
                 (Registrant's telephone number)
Item 5.   Other Events

            On July 9, 1996 the Board of Directors of Kerr-McGee
Corporation (the "Company") declared a dividend of one preferred
share purchase right (a "Right") for each outstanding share of
common stock, par value $1.00 per share, of the Company (the
"Common Stock").  The dividend is payable on July 22, 1996 (the
"Record Date") to the stockholders of record on that date.  Each
Right entitles the registered holder to purchase from the
Company one one-hundredth of a share of Series B Junior
Participating Preferred Stock, without par value (the "Preferred
Stock") of the Company at a price of $215.00 per one one-
hundredth of a share of Preferred Stock (the "Purchase Price"),
subject to adjustment.  The description and terms of the Rights
are set forth in a Rights Agreement dated as of July 9, 1996 as
the same may be amended from time to time (the "Rights
Agreement"), between the Company and The Liberty Bank and Trust
Company of Oklahoma City, N.A., as Rights Agent (the "Rights
Agent").

            Until the earlier to occur of (i) 10 days following
a public announcement that a person or group of affiliated or
associated persons (with certain exceptions an "Acquiring
Person") have acquired beneficial ownership of 15% or more of
the outstanding shares of Common Stock or (ii) 10 business days
(or such later date as may be determined by action of the Board
of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of 15%
or more of the outstanding shares of Common Stock (the earlier
of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Stock
certificates outstanding as of the Record Date, by such Common
Stock certificate together with a copy of this Summary of
Rights.

            The Rights Agreement provides that, until the
Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the
Common Stock.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for shares of Common
Stock outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights, will also
constitute the transfer of the Rights associated with the shares
of Common Stock represented by such certificate.  As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will
be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.

            The Rights are not exercisable until the Distribu-
tion Date.  The Rights will expire on July 22, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is advanced
or extended or unless the Rights are earlier redeemed or ex-
changed by the Company, in each case as described below.

            The Purchase Price payable, and the number of shares
of Preferred Stock or other securities or property issuable,
upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the Preferred
Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into
Preferred Stock with a conversion price, less than the
then-current market price of the Preferred Stock or (iii) upon
the distribution to holders of the Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash
dividends or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).

            The number of outstanding Rights is also subject to
adjustment in the event of a stock split of the Common Stock or
a stock dividend on the Common Stock payable in shares of Common
Stock or subdivisions, consolidations or combinations of the
Common Stock occurring, in any such case, prior to the
Distribution Date.

            Shares of Preferred Stock purchasable upon exercise
of the Rights will not be redeemable.  Each share of Preferred
Stock will be entitled, when, as and if declared, to a minimum
preferential quarterly dividend payment of $1 per share but will
be entitled to an aggregate dividend of 100 times the dividend
declared per share of Common Stock.  In the event of
liquidation, dissolution or winding up of the Company, the
holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $100 per share (plus any
accrued but unpaid dividends) but will be entitled to an
aggregate payment of 100 times the payment made per share of
Common Stock.  Each share of Preferred Stock will have 100
votes, voting together with the Common Stock.  Finally, in the
event of any merger, consolidation or other transaction in which
shares of Common Stock are converted or exchanged, each share of
Preferred Stock will be entitled to receive 100 times the amount
received per share of Common Stock.  These rights are protected
by customary antidilution provisions.

            Because of the nature of the Preferred Stock's
dividend, liquidation and voting rights, the value of the one
one-hundredth interest in a share of Preferred Stock purchasable
upon exercise of each Right should approximate the value of one
share of Common Stock.

            In the event that any person or group of affiliated
or associated persons becomes an Acquiring Person, each holder
of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereupon become void), will
thereafter have the right to receive upon exercise of a Right at
the then current exercise price of the Right, that number of
shares of Common Stock having a market value of two times the
exercise price of the Right.

            In the event that, after a person or group has be-
come an Acquiring Person, the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights
beneficially owned by an Acquiring Person which will have become
void) will thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction (or
its parent), which number of shares at the time of such
transaction will have a market value of two times the exercise
price of the Right.  

            At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding shares of Common Stock
or the occurrence of an event described in the prior paragraph,
the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth of a share of
Preferred Stock (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).

            With certain exceptions, no adjustment in the Pur-
chase Price will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.  No
fractional shares of Preferred Stock will be issued (other than
fractions which are integral multiples of one one-hundredth of
a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu there-
of, an adjustment in cash will be made based on the market price
of the Preferred Stock on the last trading day prior to the date
of exercise.

            At any time prior to the time an Acquiring Person
becomes such, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price").  The redemption of the Rights
may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish.  Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption
Price.

            For so long as the Rights are then redeemable, the
Company may, except with respect to the redemption price, amend
the Rights in any manner.  After the Rights are no longer
redeemable, the Company may, except with respect to the
redemption price, amend the Rights in any manner that does not
adversely affect the interests of holders of the Rights. 

            Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.
Item 7.   Exhibits

          1.     Rights Agreement, dated as of July 9, 1996,
                 between the Company and Liberty Bank and
                 Trust Company of Oklahoma City, N.A. which
                 includes the Certificate of Designations for
                 the Series B Junior Participating Preferred
                 Stock as Exhibit A, the form of Right
                 Certificate as Exhibit B and the Summary of
                 Rights to Purchase Preferred Shares as Exhibit
                 C.  Pursuant to the Rights Agreement, printed
                 Right Certificates will not be mailed until as
                 soon as practicable after the earlier of the
                 tenth day after public announcement that a
                 person or group has acquired beneficial
                 ownership of 15% or more of the shares of
                 Common Stock or the tenth business day after a
                 person commences, or announces its intention
                 to commence, a tender offer or exchange offer
                 the consummation of which would result in the
                 beneficial ownership by a person or group of
                 15% or more of the shares of Common Stock.

          2.     Press Release dated July 9, 1996.
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 hereunto duly
authorized.

                                KERR-MCGEE CORPORATION

Dated: July 9, 1996            By: (JOHN C. LINEHAN)        
                                    Name:  John C. Linehan
                                    Title: Senior Vice
                                           President and Chief
                                           Financial Officer
EXHIBIT INDEX

Exhibit No.                               Description

          1.     Rights Agreement, dated as of July 9, 1996,
                 between the Company and  Liberty Bank and
                 Trust Company of Oklahoma City, N.A. which
                 includes the Certificate of Designations for
                 the Series B Junior Participating Preferred
                 Stock as Exhibit A, the form of Right
                 Certificate as Exhibit B and the Summary of
                 Rights to Purchase Preferred Shares as Exhibit
                 C.  Pursuant to the Rights Agreement, printed
                 Right Certificates will not be mailed until as
                 soon as practicable after the earlier of the
                 tenth day after public announcement that a
                 person or group has acquired beneficial
                 ownership of 15% or more of the shares of
                 Common Stock or the tenth business day after a
                 person commences, or announces its intention
                 to commence, a tender offer or exchange offer
                 the consummation of which would result in the
                 beneficial ownership by a person or group of
                 15% or more of the shares of Common Stock.

          2.     Press Release dated July 9, 1996.