content: <PAGE>   1
   
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1997
   
                                                        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)
   
  <TABLE>
  <S>                                            <C>
                     DELAWARE                                      73-0311467
  (State or other jurisdiction of incorporation     (I.R.S. Employer Identification Number)
                 or organization)
  </TABLE>
   
                                 KERR-MCGEE CENTER
                           OKLAHOMA CITY, OKLAHOMA 73125
                               ---------------------
     (Address, including zip code, of Registrant's principal executive office)
   
                               KERR-MCGEE CORPORATION
                              SAVINGS INVESTMENT PLAN
                                        AND
                               KERR-MCGEE CORPORATION
                           EMPLOYEE STOCK OWNERSHIP PLAN
                             (Full title of the Plans)
   
                               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 Registrant's agent for service
   
                          CALCULATION OF REGISTRATION FEE
   
  <TABLE>
  <CAPTION>
  ====================================================================================================================
                                          AMOUNT TO        PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                                              BE            OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED    REGISTERED         PER SHARE(A)             PRICE(A)             FEE(A)
  --------------------------------------------------------------------------------------------------------------------
  <S>                                  <C>              <C>                    <C>                    <C>
  Common Stock, $1.00 par value per
    share(b)..........................    1,600,000            $64.4375              10,100,000          $31,242.42
  ==================================================================================================================
  </TABLE>
   
  (a) Estimated for calculation of registration fee only, pursuant to Rule 457(h),
      on the basis of the average of the high and low prices at which sales of
      securities of the same class were reported on the New York Stock Exchange
      composite tape on May 28, 1997.
   
  (b) 300,000 shares of common stock are being offered pursuant to the Kerr-McGee
      Corporation Savings Investment Plan and 1,300,000 shares of common stock are
      being offered pursuant to the Kerr-McGee Corporation Employee Stock
      Ownership Plan.
   
       IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
  OFFERED OR SOLD PURSUANT TO THE KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN
  AND THE KERR-MCGEE CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN.
   
  ================================================================================
  <PAGE>   2
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
   
       The following documents previously filed by Kerr-McGee Corporation (the
  "Company" or the "Registrant") 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, 1996;
   
            (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
                March 31, 1997;
   
            (c) The description of the Company's common stock contained in Form
                S-3 dated April 13, 1987 (File No. 33-13157);
   
            (d) The Annual Report on Form 11-K for the year ended December 31,
                1995 for the Kerr-McGee Corporation Savings Investment Plan.
   
       All documents filed by the Company pursuant to Section 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.
   
  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 (the
  "Delaware Law") 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.
   
                                        II-1
  <PAGE>   3
   
       Article NINTH of the Restated Certificate of Incorporation of the Company
  provides as follows:
   
       "To the fullest 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 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
   
       The following exhibits are filed as part of this Registration Statement:
   
  <TABLE>
  <C>                      <S>
             4             Rights Agreement dated as of July 9, 1996 between the
                              Company and The Liberty National Bank & Trust Co. of
                              Oklahoma City (incorporated by reference to Exhibit 1 to
                              the Registration Statement on Form 8-A (File No. 1-3939)
                              dated July 9, 1996).
             5             Opinion of Russell G. Horner, Jr.
            23.1           Consent of Arthur Andersen LLP.
            23.2           Consent of Russell G. Horner, Jr. (included in Exhibit 5).
            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 Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% 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
   
                                        II-2
  <PAGE>   4
   
       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 Section 13 or
       15(d) of the Securities Exchange Act of 1934 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 Section 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.
   
                                        II-3
  <PAGE>   5
   
                                     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 30th day of
  May 1997.
   
                                              KERR-McGEE CORPORATION
                                                          (Registrant)
   
                                              By      /s/ LUKE R. CORBETT*
                                               -----------------------------------
                                                        Luke R. Corbett
                                                  Chairman of the Board, Chief
                                                           Executive
                                                      Officer and Director
   
       Pursuant to the requirements of the Securities Act of 1933, the persons who
  administer the Kerr-McGee Corporation Savings Investment Plan and the Kerr-McGee
  Corporation Employee Stock Ownership Plan, respectively have duly caused this
  registration statement to be signed on their behalf by the undersigned,
  thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on
  May 30, 1997.
   
                                              KERR-McGEE CORPORATION
                                              SAVINGS INVESTMENT PLAN and
                                              EMPLOYEE STOCK OWNERSHIP PLAN
   
                                              By      /s/ JOHN C. LINEHAN
                                               -----------------------------------
                                                        John C. Linehan
                                                   Chairman of the Kerr-McGee
                                                 Corporation Benefits Committee
   
       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
                        ---------                                      -----                    ----
  <C>                                                    <S>                                <C>
   
                  /s/ LUKE R. CORBETT*                   Chairman of the Board, Chief       May 30, 1997
  -----------------------------------------------------    Executive Officer and Director
                     Luke R. Corbett
   
                  /s/ TOM J. MCDANIEL*                   Vice Chairman and Director         May 30, 1997
  -----------------------------------------------------
                     Tom J. McDaniel
   
                   /s/ JOHN C. LINEHAN                   Executive Vice President and       May 30, 1997
  -----------------------------------------------------    Chief Financial Officer
                     John C. Linehan
   
                 /s/ DEBORAH A. KITCHENS                 Vice President and Controller and  May 30, 1997
  -----------------------------------------------------    Chief Accounting Officer
                   Deborah A. Kitchens
   
                  /s/ PAUL M. ANDERSON*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Paul M. Anderson
  </TABLE>
   
                                        II-4
  <PAGE>   6
  <TABLE>
  <CAPTION>
                        SIGNATURE                                      TITLE                    DATE
                        ---------                                      -----                    ----
  <C>                                                    <S>                                <C>
   
                 /s/ BENNETT E. BIDWELL*                 Director                           May 30, 1997
  -----------------------------------------------------
                   Bennett E. Bidwell
   
                 /s/ MARTIN C. JISCHKE*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Martin C. Jischke
   
                 /s/ WILLIAM C. MORRIS*                  Director                           May 30, 1997
  -----------------------------------------------------
                    William C. Morris
   
                   /s/ JOHN J. MURPHY*                   Director                           May 30, 1997
  -----------------------------------------------------
                     John J. Murphy
   
                 /s/ RICHARD M. ROMPALA*                 Director                           May 30, 1997
  -----------------------------------------------------
                   Richard M. Rompala
   
                  /s/ FARAH M. WALTERS*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Farah M. Walters
   
                 *By /s/ JOHN C. LINEHAN                                                    May 30, 1997
    -------------------------------------------------
                     John C. Linehan
                   as Attorney-in-Fact
  </TABLE>
   
                                        II-5
  <PAGE>   7
   
                                 INDEX TO EXHIBITS
   
  <TABLE>
  <CAPTION>
    EXHIBIT
     NUMBER                             DESCRIPTION
    -------                             -----------
  <S>           <C>                                                           <C>
  4             -- Rights Agreement dated as of July 9, 1996 between the
                   Company and The Liberty National Bank & Trust Co. of
                   Oklahoma City (incorporated by reference to Exhibit 1 to
                   the Registration Statement on Form 8-A (File No. 1-3939)
                   dated July 9, 1996).
  5             -- Opinion of Russell G. Horner, Jr.
  23.1          -- Consent of Arthur Andersen LLP.
  23.2          -- Consent of Russell G. Horner, Jr. (included in Exhibit
                   5).
  24            -- Powers of Attorney.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20501}]
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": "333-28235", "film-number": "97617706"}, "business-address": {"street1": "KERR MCGEE CTR", "street2": "123 ROBERT S KERR", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73102", "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 JUNE 2, 1997
   
                                                        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 incorporation     (I.R.S. Employer Identification Number)
                 or organization)
  KERR-MCGEE CENTER
                           OKLAHOMA CITY, OKLAHOMA 73125
                               ---------------------
     (Address, including zip code, of Registrant's principal executive office)
   
                               KERR-MCGEE CORPORATION
                              SAVINGS INVESTMENT PLAN
                                        AND
                               KERR-MCGEE CORPORATION
                           EMPLOYEE STOCK OWNERSHIP PLAN
                             (Full title of the Plans)
   
                               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 Registrant's agent for service
   
                          CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
                                          AMOUNT TO        PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
                                              BE            OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED    REGISTERED         PER SHARE(A)             PRICE(A)             FEE(A)
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $1.00 par value per
    share(b)..........................    1,600,000            $64.4375              10,100,000          $31,242.42
  ==================================================================================================================
  (a) Estimated for calculation of registration fee only, pursuant to Rule 457(h),
      on the basis of the average of the high and low prices at which sales of
      securities of the same class were reported on the New York Stock Exchange
      composite tape on May 28, 1997.
   
  (b) 300,000 shares of common stock are being offered pursuant to the Kerr-McGee
      Corporation Savings Investment Plan and 1,300,000 shares of common stock are
      being offered pursuant to the Kerr-McGee Corporation Employee Stock
      Ownership Plan.
   
       IN ADDITION, PURSUANT TO RULE 416(c) UNDER THE SECURITIES ACT OF 1933, THIS
  REGISTRATION STATEMENT ALSO COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE
  OFFERED OR SOLD PURSUANT TO THE KERR-MCGEE CORPORATION SAVINGS INVESTMENT PLAN
  AND THE KERR-MCGEE CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN.
   
  ================================================================================
  2
   
                                      PART II
   
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
   
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
   
       The following documents previously filed by Kerr-McGee Corporation (the
  "Company" or the "Registrant") 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, 1996;
   
            (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
                March 31, 1997;
   
            (c) The description of the Company's common stock contained in Form
                S-3 dated April 13, 1987 (File No. 33-13157);
   
            (d) The Annual Report on Form 11-K for the year ended December 31,
                1995 for the Kerr-McGee Corporation Savings Investment Plan.
   
       All documents filed by the Company pursuant to Section 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.
   
  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 (the
  "Delaware Law") 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.
   
                                        II-1
  3
   
       Article NINTH of the Restated Certificate of Incorporation of the Company
  provides as follows:
   
       "To the fullest 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 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
   
       The following exhibits are filed as part of this Registration Statement:
  4             Rights Agreement dated as of July 9, 1996 between the
                              Company and The Liberty National Bank & Trust Co. of
                              Oklahoma City (incorporated by reference to Exhibit 1 to
                              the Registration Statement on Form 8-A (File No. 1-3939)
                              dated July 9, 1996).
             5             Opinion of Russell G. Horner, Jr.
            23.1           Consent of Arthur Andersen LLP.
            23.2           Consent of Russell G. Horner, Jr. (included in Exhibit 5).
            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 Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than a 20% 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
   
                                        II-2
  4
   
       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 Section 13 or
       15(d) of the Securities Exchange Act of 1934 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 Section 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.
   
                                        II-3
  5
   
                                     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 30th day of
  May 1997.
   
                                              KERR-McGEE CORPORATION
                                                          (Registrant)
   
                                              By      /s/ LUKE R. CORBETT*
                                               -----------------------------------
                                                        Luke R. Corbett
                                                  Chairman of the Board, Chief
                                                           Executive
                                                      Officer and Director
   
       Pursuant to the requirements of the Securities Act of 1933, the persons who
  administer the Kerr-McGee Corporation Savings Investment Plan and the Kerr-McGee
  Corporation Employee Stock Ownership Plan, respectively have duly caused this
  registration statement to be signed on their behalf by the undersigned,
  thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on
  May 30, 1997.
   
                                              KERR-McGEE CORPORATION
                                              SAVINGS INVESTMENT PLAN and
                                              EMPLOYEE STOCK OWNERSHIP PLAN
   
                                              By      /s/ JOHN C. LINEHAN
                                               -----------------------------------
                                                        John C. Linehan
                                                   Chairman of the Kerr-McGee
                                                 Corporation Benefits Committee
   
       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, Chief       May 30, 1997
  -----------------------------------------------------    Executive Officer and Director
                     Luke R. Corbett
   
                  /s/ TOM J. MCDANIEL*                   Vice Chairman and Director         May 30, 1997
  -----------------------------------------------------
                     Tom J. McDaniel
   
                   /s/ JOHN C. LINEHAN                   Executive Vice President and       May 30, 1997
  -----------------------------------------------------    Chief Financial Officer
                     John C. Linehan
   
                 /s/ DEBORAH A. KITCHENS                 Vice President and Controller and  May 30, 1997
  -----------------------------------------------------    Chief Accounting Officer
                   Deborah A. Kitchens
   
                  /s/ PAUL M. ANDERSON*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Paul M. Anderson
  II-4
  6
  SIGNATURE                                      TITLE                    DATE
                        ---------                                      -----                    ----
  /s/ BENNETT E. BIDWELL*                 Director                           May 30, 1997
  -----------------------------------------------------
                   Bennett E. Bidwell
   
                 /s/ MARTIN C. JISCHKE*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Martin C. Jischke
   
                 /s/ WILLIAM C. MORRIS*                  Director                           May 30, 1997
  -----------------------------------------------------
                    William C. Morris
   
                   /s/ JOHN J. MURPHY*                   Director                           May 30, 1997
  -----------------------------------------------------
                     John J. Murphy
   
                 /s/ RICHARD M. ROMPALA*                 Director                           May 30, 1997
  -----------------------------------------------------
                   Richard M. Rompala
   
                  /s/ FARAH M. WALTERS*                  Director                           May 30, 1997
  -----------------------------------------------------
                    Farah M. Walters
   
                 *By /s/ JOHN C. LINEHAN                                                    May 30, 1997
    -------------------------------------------------
                     John C. Linehan
                   as Attorney-in-Fact
  II-5
  7
   
                                 INDEX TO EXHIBITS
  EXHIBIT
     NUMBER                             DESCRIPTION
    -------                             -----------
  4             -- Rights Agreement dated as of July 9, 1996 between the
                   Company and The Liberty National Bank & Trust Co. of
                   Oklahoma City (incorporated by reference to Exhibit 1 to
                   the Registration Statement on Form 8-A (File No. 1-3939)
                   dated July 9, 1996).
  5             -- Opinion of Russell G. Horner, Jr.
  23.1          -- Consent of Arthur Andersen LLP.
  23.2          -- Consent of Russell G. Horner, Jr. (included in Exhibit
                   5).
  24            -- Powers of Attorney.