content: <PAGE>   1
                As filed with the Securities and Exchange Commission
                              on December 16, 1999
                                                    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 PERFORMANCE SHARE 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)            1,500,000 shs      $54.90625               $82,359,375(b)             $21,743(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 December 10, 1999.
  ===============================================================================
  
  <PAGE>   2
  
  This Registration Statement covers 1,500,000 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 Performance
  Share 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, 1998
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999
  
           (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1999
  
           (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1999
  
           (e) Current Report on Form 8-K dated January 14, 1999 filed as of
  January 19, 1999
  
           (f) Current Report on Form 8-K/A dated January 14, 1999 filed as of
  January 26, 1999
  
           (g) Current Report on Form 8-K dated February 26, 1999 filed as of
  February 26, 1999
  
           (h) Current Report on Form 8-K dated February 26, 1999 filed as of
  March 11, 1999
  
           (i) Current Report on Form 8-K dated April 29, 1999 filed as of April
  30, 1999
  
           (j) Current Report on Form 8-K dated May 11, 1999 filed as of May 12,
  1999
  
           (k) Current Report on Form 8-K dated February 26, 1999 filed as of
  June 4, 1999
  
           (l) Current Report on Form 8-K/A dated February 26, 1999 filed as of
  July 16, 1999
  
           (m) Current Report on Form 8-K/A dated February 26, 1999 filed as of
  July 26, 1999
  
  
                                         1
  <PAGE>   3
  
           (n) Current Report on Form 8-K dated July 27, 1999 filed as of July
  29, 1999
  
           (o) Current Report on Form 8-K dated October 15, 1999 filed as of
  October 15, 1999
  
           (p) The description of the Company's common stock contained in
  Amendment No. 1 to Form S-3 dated May 24, 1999 (File No. 333-76951)
  
  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.
  
  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.
  
  
                                         2
  <PAGE>   4
  
           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.
  
           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:
  
  <TABLE>
  <CAPTION>
           EXHIBIT                            DESCRIPTION
           -------                            -----------
           <S>              <C>
             4.1            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.
  </TABLE>
  
  
                                        3
  <PAGE>   5
  
  <TABLE>
             <S>            <C>
             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 Gregory F. Pilcher (Contained in Exhibit
                            5.1).
  
            23.3            Consent of PricewaterhouseCoopers LLP relating to
                            Kerr-McGee Corporation financial statements.
  
            24              Powers of Attorney.
  </TABLE>
  
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
           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
  
  
                                         4
  <PAGE>   6
  
  <TABLE>
             <S>           <C>
                            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.
  </TABLE>
  
           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.
  
  
                                         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
  15th day of December, 1999.
  
  
                                         KERR-McGEE CORPORATION
                                         (Registrant)
  
  
  
                                         By:     /s/ Luke R. Corbett *
                                             -------------------------------
                                                     Luke R. Corbett
                                                 Chairman of the Board,
                                             Chief Executive Officer and Director
  
  
  
  
  
  
  <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>
  /s/ Luke R. Corbett*                                 Chairman of the Board,                     December 15, 1999
  ------------------------------------                 Chief Executive Officer
  Luke R. Corbett                                      and Director
  
  
  ------------------------------------                 Vice Chairman and                          December 15, 1999
  Tom J. McDaniel                                      Director
  
  
  /s/ Robert M. Wohleber*                              Senior Vice President                      December 15, 1999
  ------------------------------------                 and Chief Financial Officer
  Robert M. Wohleber
  
  
  /s/ Deborah A. Kitchens*                             Vice President, Controller                 December 15, 1999
  ------------------------------------                 and Chief Accounting Officer
  Deborah A. Kitchens
  
  
  /s/ William E. Bradford*                             Director                                   December 15, 1999
  ------------------------------------
  William E. Bradford
  
  
  /s/ Sylvia A. Earle*                                 Director                                   December 15, 1999
  ------------------------------------
  Sylvia A. Earle
  
  
  /s/ David C. Genever-Watling*                        Director                                   December 15, 1999
  ------------------------------------
  David C. Genever-Watling
  
  
  /s/ Martin C. Jischke*                               Director                                   December 15, 1999
  ------------------------------------
  Martin C. Jischke
  
  
  /s/ William C. Morris*                               Director                                   December 15, 1999
  ------------------------------------
  William C. Morris
  </TABLE>
  
  
  <PAGE>   9
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                            TITLE                                       DATE
  ---------                                            -----                                       ----
  <S>                                                  <C>                                     <C>
  /s/ John J. Murphy*                                  Director                                 December 15, 1999
  ------------------------------------
  John J. Murphy
  
  
  /s/ Leroy C. Richie*                                 Director                                 December 15, 1999
  ------------------------------------
  Leroy C. Richie
  
  
  /s/ Matthew R. Simmons*                              Director                                 December 15, 1999
  ------------------------------------
  Matthew R. Simmons
  
  
  /s/ Farah M. Walters*                                Director                                 December 15, 1999
  ------------------------------------
  Farah M. Walters
  
  
  /s/ Ian L. White-Thomson*                            Director                                 December 15, 1999
  ------------------------------------
  Ian L. White-Thomson
  
  
  *By:                                                                                          December 15, 1999
      --------------------------------
        Tom J. McDaniel
        as Attorney-in-Fact
  </TABLE>
  
  
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT                           DESCRIPTION
  NUMBER
  <S>               <C>
     4.1            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.
  
     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 Gregory F. Pilcher (Contained in Exhibit 5.1).
  
    23.3            Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee
                    Corporation financial statements.
  
    24              Powers of Attorney
  </TABLE>
  
  
                                         i
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22669}]
metadata_filer: {"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": "333-92865", "film-number": "99775687"}, "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"}}
text: 1
                As filed with the Securities and Exchange Commission
                              on December 16, 1999
                                                    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 PERFORMANCE SHARE 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)            1,500,000 shs      $54.90625               $82,359,375(b)             $21,743(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 December 10, 1999.
  ===============================================================================
  2
  
  This Registration Statement covers 1,500,000 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 Performance
  Share 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, 1998
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999
  
           (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1999
  
           (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1999
  
           (e) Current Report on Form 8-K dated January 14, 1999 filed as of
  January 19, 1999
  
           (f) Current Report on Form 8-K/A dated January 14, 1999 filed as of
  January 26, 1999
  
           (g) Current Report on Form 8-K dated February 26, 1999 filed as of
  February 26, 1999
  
           (h) Current Report on Form 8-K dated February 26, 1999 filed as of
  March 11, 1999
  
           (i) Current Report on Form 8-K dated April 29, 1999 filed as of April
  30, 1999
  
           (j) Current Report on Form 8-K dated May 11, 1999 filed as of May 12,
  1999
  
           (k) Current Report on Form 8-K dated February 26, 1999 filed as of
  June 4, 1999
  
           (l) Current Report on Form 8-K/A dated February 26, 1999 filed as of
  July 16, 1999
  
           (m) Current Report on Form 8-K/A dated February 26, 1999 filed as of
  July 26, 1999
  
                                         1
  3
  
           (n) Current Report on Form 8-K dated July 27, 1999 filed as of July
  29, 1999
  
           (o) Current Report on Form 8-K dated October 15, 1999 filed as of
  October 15, 1999
  
           (p) The description of the Company's common stock contained in
  Amendment No. 1 to Form S-3 dated May 24, 1999 (File No. 333-76951)
  
  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.
  
  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.
  
                                         2
  4
  
           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.
  
           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            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.
  3
  5
  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 Gregory F. Pilcher (Contained in Exhibit
                            5.1).
  
            23.3            Consent of PricewaterhouseCoopers LLP relating to
                            Kerr-McGee Corporation financial statements.
  
            24              Powers of Attorney.
  ITEM 9.  UNDERTAKINGS.
  
           The undersigned Registrant hereby undertakes:
  
           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
  
                                         4
  6
  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.
  
           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
  15th day of December, 1999.
  
                                         KERR-McGEE CORPORATION
                                         (Registrant)
  
                                         By:     /s/ Luke R. Corbett *
                                             -------------------------------
                                                     Luke R. Corbett
                                                 Chairman of the Board,
                                             Chief Executive Officer and Director
  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
  ---------                                            -----                                       ----
  /s/ Luke R. Corbett*                                 Chairman of the Board,                     December 15, 1999
  ------------------------------------                 Chief Executive Officer
  Luke R. Corbett                                      and Director
  
  ------------------------------------                 Vice Chairman and                          December 15, 1999
  Tom J. McDaniel                                      Director
  
  /s/ Robert M. Wohleber*                              Senior Vice President                      December 15, 1999
  ------------------------------------                 and Chief Financial Officer
  Robert M. Wohleber
  
  /s/ Deborah A. Kitchens*                             Vice President, Controller                 December 15, 1999
  ------------------------------------                 and Chief Accounting Officer
  Deborah A. Kitchens
  
  /s/ William E. Bradford*                             Director                                   December 15, 1999
  ------------------------------------
  William E. Bradford
  
  /s/ Sylvia A. Earle*                                 Director                                   December 15, 1999
  ------------------------------------
  Sylvia A. Earle
  
  /s/ David C. Genever-Watling*                        Director                                   December 15, 1999
  ------------------------------------
  David C. Genever-Watling
  
  /s/ Martin C. Jischke*                               Director                                   December 15, 1999
  ------------------------------------
  Martin C. Jischke
  
  /s/ William C. Morris*                               Director                                   December 15, 1999
  ------------------------------------
  William C. Morris
  9
  SIGNATURE                                            TITLE                                       DATE
  ---------                                            -----                                       ----
  /s/ John J. Murphy*                                  Director                                 December 15, 1999
  ------------------------------------
  John J. Murphy
  
  /s/ Leroy C. Richie*                                 Director                                 December 15, 1999
  ------------------------------------
  Leroy C. Richie
  
  /s/ Matthew R. Simmons*                              Director                                 December 15, 1999
  ------------------------------------
  Matthew R. Simmons
  
  /s/ Farah M. Walters*                                Director                                 December 15, 1999
  ------------------------------------
  Farah M. Walters
  
  /s/ Ian L. White-Thomson*                            Director                                 December 15, 1999
  ------------------------------------
  Ian L. White-Thomson
  
  *By:                                                                                          December 15, 1999
      --------------------------------
        Tom J. McDaniel
        as Attorney-in-Fact
  10
                                 INDEX TO EXHIBITS
  EXHIBIT                           DESCRIPTION
  NUMBER
  4.1            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.
  
     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 Gregory F. Pilcher (Contained in Exhibit 5.1).
  
    23.3            Consent of PricewaterhouseCoopers LLP relating to Kerr-McGee
                    Corporation financial statements.
  
    24              Powers of Attorney
  i