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




                                  May 14, 2001
               --------------------------------------------------
               (Date of Report - Date of earliest event reported)





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


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



                Kerr-McGee Center
             Oklahoma City, Oklahoma                       73102
    ----------------------------------------            ----------
    (Address of principal executive offices)            (Zip Code)



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



Item 5.   Other Events
             On May 14, 2001, Kerr-McGee  Corporation  issued  a  press  release
          announcing  that  it  has  signed  a  definitive   agreement  with  HS
          Resources, Inc. (NYSE:  HSE) to acquire all of the outstanding  shares
          of HS Resources in a transaction valued at $1.7 billion, including the
          assumption of approximately  $450  million  of  debt.  The  agreement,
          unanimously  approved   by  boards of  directors  of  both  companies,
          provides  that Kerr-McGee will pay $66 for each share of HS Resources'
          common  stock.   The  payment  consists of 70% cash and 30% Kerr-McGee
          common  stock  that  will be issued at a fixed exchange ratio of .9404
          share for each share of HS Resources' common stock.
             Luke R.  Corbett, Kerr-McGee chairman and chief  executive  officer
          and  Nicholas J. Sutton, HS Resources  chairman  and  chief  executive
          officer, will host a  conference  call to discuss this  transaction on
          May 14, 2001, at 3:30 p.m. Eastern Daylight Time.  Interested  parties
          may listen to the call via Kerr-McGee's website at  www.kerr-mcgee.com
          or by calling  212-346-7489.  The press release is attached  hereto as
          an exhibit and is incorporated by reference herein.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c) Exhibits

          99.1 Press Release dated May 14, 2001

                                   SIGNATURES

         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


                                         By:  (Deborah A. Kitchens)
                                              -----------------------------
                                              Deborah A. Kitchens
                                              Vice President and Controller

Dated: May 14, 2001
[{"type": "8-K", "sequence": "1", "filename": "may8kedgar.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 3536}]
{"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": "8-K", "act": "34", "file-number": "001-03939", "film-number": "1632502"}, "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"}}
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

                                  May 14, 2001
               --------------------------------------------------
               (Date of Report - Date of earliest event reported)

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

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

                Kerr-McGee Center
             Oklahoma City, Oklahoma                       73102
    ----------------------------------------            ----------
    (Address of principal executive offices)            (Zip Code)

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

Item 5.   Other Events
             On May 14, 2001, Kerr-McGee  Corporation  issued  a  press  release
          announcing  that  it  has  signed  a  definitive   agreement  with  HS
          Resources, Inc. (NYSE:  HSE) to acquire all of the outstanding  shares
          of HS Resources in a transaction valued at $1.7 billion, including the
          assumption of approximately  $450  million  of  debt.  The  agreement,
          unanimously  approved   by  boards of  directors  of  both  companies,
          provides  that Kerr-McGee will pay $66 for each share of HS Resources'
          common  stock.   The  payment  consists of 70% cash and 30% Kerr-McGee
          common  stock  that  will be issued at a fixed exchange ratio of .9404
          share for each share of HS Resources' common stock.
             Luke R.  Corbett, Kerr-McGee chairman and chief  executive  officer
          and  Nicholas J. Sutton, HS Resources  chairman  and  chief  executive
          officer, will host a  conference  call to discuss this  transaction on
          May 14, 2001, at 3:30 p.m. Eastern Daylight Time.  Interested  parties
          may listen to the call via Kerr-McGee's website at  www.kerr-mcgee.com
          or by calling  212-346-7489.  The press release is attached  hereto as
          an exhibit and is incorporated by reference herein.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c) Exhibits

          99.1 Press Release dated May 14, 2001

                                   SIGNATURES

         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

                                         By:  (Deborah A. Kitchens)
                                              -----------------------------
                                              Deborah A. Kitchens
                                              Vice President and Controller

Dated: May 14, 2001