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




                                January 28, 2004
               --------------------------------------------------
               (Date of Report - Date of earliest event reported)





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


   Delaware                         1-16619                       73-1612389
--------------             ------------------------          -------------------
  (State of                (Commission File Number)            (IRS Employer
Incorporation)                                               Identification No.)


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



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



Item 12.  Results of Operations and Financial Condition

               Kerr-McGee   Corporation   has   posted   on  its   website,   at
          http://www.kerr-mcgee.com, a table containing a reconciliation of GAAP
          to  Adjusted  Net Income for the  year-to-date  and  quarterly  fiscal
          periods ended  December 31, 2003. The  table is attached  hereto as an
          exhibit and is incorporated by reference herein.  (This report is also
          furnished pursuant to Item 9.)

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

          (c) Exhibits

          99.1 Table

                                   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:     (John M. Rauh)
                                                   -----------------------------
                                                   John M. Rauh
                                                   Vice President and Controller

Dated: January 28, 2004