KERR MCGEE CORP, 424B2, 1999-07-21

KERR MCGEE CORP
424B2, 1999-07-21
CRUDE PETROLEUM & NATURAL GAS

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<PAGE>

RULE NO. 424(b)(2)
REGISTRATION NO. 333-76951

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus supplement is not complete and +
+may be changed. The preliminary prospectus supplement is not an offer to sell +
+these securities and we are not soliciting an offer to buy these securities +
+in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated July 19, 1999

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 24, 1999)

[LOGO OF KERR-McGEE CORP.] Kerr-McGee Corporation

8,655,652 DECS/SM/

(Debt Exchangeable for Common Stock/SM/)
% Exchangeable Notes due , 2004
(Subject to Exchange into Shares of Common Stock
of Devon Energy Corporation)

Holders of Kerr-McGee Corporation's % Exchangeable Notes Due , 2004
(which we call DECS) will receive:

.interest payments at the rate of % per year, paid quarterly, and

. on , 2004, between and one common share of Devon Energy
Corporation per DECS, depending on the average trading price of Devon's
common stock at that time, or the cash equivalent of such common stock.

Investing in the DECS involves certain risks. See "Risk Factors" beginning on
page S-5 of this prospectus supplement.

We have attached the prospectus of Devon relating to the shares of Devon
common stock that you may receive at maturity. The Devon common stock is listed
on the American Stock Exchange under the symbol "DVN." The last reported sale
price on the AMEX on July 16, 1999 was $38.250 per share.

We have applied to list the DECS on the New York Stock Exchange.

"DECS" and "Debt Exchangeable for Common Stock" are service marks of Salomon
Smith Barney.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Initial public offering price.................................... $ $
Underwriting discount............................................ $ $
Proceeds to Kerr-McGee (before expenses) ........................ $ $
</TABLE>

The underwriters may, under the terms of the underwriting agreement, within
the next 30 days purchase up to an additional 1,298,348 DECS from us at the
initial public offering price less the underwriting discount.

The underwriters expect to deliver the DECS against payment in New York, New
York on , 1999.

------------

Salomon Smith Barney Credit Suisse First Boston

ABN AMRO Rothschild
a division of ABN AMRO Incorporated

Lehman Brothers

Merrill Lynch & Co.

July , 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary.................................................................... S-3
Risk Factors............................................................... S-5
Kerr-McGee Corporation..................................................... S-7
Devon Energy Corporation................................................... S-8
Relationship Between Kerr-McGee and Devon.................................. S-10
Price Range of Devon Common Stock.......................................... S-11
Use of Proceeds............................................................ S-11
Ratios of Earnings to Fixed Charges........................................ S-12
Capitalization............................................................. S-13
Selected Financial and Operating Data of Kerr-McGee........................ S-14
Description of DECS........................................................ S-16
Certain United States Federal Income Tax Considerations.................... S-26
Legal Matters.............................................................. S-28
Forward-Looking Statements................................................. S-28
Where You Can Find More Information........................................ S-29
Supplemental Plan of Distribution.......................................... S-30
</TABLE>

You should rely only on the information contained or incorporated in this
prospectus supplement. We have not authorized anyone else to provide you with
different information. You should not rely on any other representations. Our
affairs may change after this prospectus supplement is distributed. You should
not assume that the information in this prospectus supplement is accurate as of
any date other than the date on the front of those documents.

S-2
<PAGE>

SUMMARY

The following summary contains basic information about us, Devon and the DECS.
It does not contain all the information that is important to you. For more
detailed information, please refer to the sections of this document entitled
"Kerr-McGee Corporation", "Devon Energy Corporation" and "Description of the
DECS". As used in this prospectus supplement, "Kerr-McGee", "we", "us" and
"our" refer to Kerr-McGee and/or any or all of our subsidiaries, as the case
may be. References to "$" in this prospectus supplement and in the accompanying
prospectus are to U.S. dollars. Unless we say otherwise, we assume in this
prospectus that the underwriters will not exercise the overallotment option.

Kerr-McGee Corporation

Kerr-McGee Corporation, an energy and chemical company, had its beginning in
1929 with the formation of Anderson & Kerr Drilling Company. With oil and gas
exploration, development and production as our base, we have expanded into
titanium dioxide pigment manufacturing and marketing and into the mining and
marketing of minerals. We own a large inventory of natural resources that
includes oil and gas reserves and chemical and mineral deposits.

Devon Energy Corporation

Devon is an independent energy company engaged primarily in oil and gas
exploration, development and production and the acquisition of producing
properties. Devon's oil and gas properties are concentrated in six operating
areas in the United States and Canada. Devon is one of the top 15 public
independent oil and gas companies in both the United States and Canada, as
measured by oil and gas reserves. Devon's United States operations are
primarily conducted in the Permian Basin, the San Juan Basin, the Rocky
Mountains and the Mid-continent. Devon's Canadian operations are primarily
conducted in the province of Alberta. At December 31, 1998, Devon's estimated
proved reserves were 299.4 million barrels of oil equivalent, of which 67% were
natural gas reserves and 33% were oil reserves.

The Offering

Securities Offered............ Up to $ % Exchangeable Notes, which we
refer to as DECS, Due , 2004.

Offering Price................ $ per DECS, which is the closing price per
share of Devon common stock as reported on the
AMEX Composite Tape on , 1999.

Maturity Date................. , 2004.

Ranking....................... Each DECS is an unsecured obligation of ours
and will rank equally with all of our other
unsecured and unsubordinated debt.

Exchange...................... On , 2004, we will exchange each DECS into a
number of shares of Devon common stock or, at
our option, the equivalent amount of cash. If
the maturity price of Devon common stock
shortly before maturity is:

. $ or more, you will receive shares of
Devon common stock, or the cash equivalent,
for each DECS you own,

S-3
<PAGE>

. more than $ but less than $ , you
will receive a fraction of a share of Devon
common stock worth $ , or the cash
equivalent, for each DECS you own, and

. less than or equal to $ , you will
receive one share of Devon common stock, or
the cash equivalent, for each DECS you own.

The maturity price will be the average closing
price of the Devon common stock for the 20
trading days immediately prior to (but not
including) the date of maturity.

Certain Adjustment Events..... In the event that certain events affecting the
Devon common stock occur prior to the maturity
of the DECS, the exchange rate, which
determines the amount you will receive at
maturity, will be subject to adjustment or you
will receive cash or other securities instead
of or in addition to shares of Devon common
stock. These events include, among other
things, the payment of a stock or extraordinary
cash dividend to holders of Devon common stock,
a stock split or a recapitalization of
outstanding Devon common stock, a distribution
of securities or other property to holders of
Devon securities and a merger or consolidation
of Devon with another company.

No Early Redemption........... We will not have the option to exchange the
DECS for Devon common stock prior to ,
2004.

U.S. Federal Income Tax There is currently no statutory, judicial or
Considerations............... administrative authority that directly
addresses the characterization of the DECS or
instruments similar to the DECS for U.S.
federal income tax purposes. As a result,
significant aspects of the U.S. federal income
tax consequences of an investment in the DECS
are not certain. We are not requesting a ruling
from the Internal Revenue Service with respect
to the DECS and we cannot assure you that the
Internal Revenue Service will agree with the
conclusions expressed under "Certain United
States Federal Income Tax Considerations."

Listing....................... We have applied to list the DECS on the NYSE.

S-4
<PAGE>

RISK FACTORS

You should carefully consider the information contained in this prospectus
supplement and accompanying prospectus and the following factors before
purchasing the DECS. Specifically, you should be aware that the trading price
of the DECS may vary considerably prior to the date of maturity as a result of,
among other things, fluctuations in the market price of the Devon common stock
and other events that are difficult to predict and beyond our control.

The value of the DECS is contingent on the value of the Devon common stock

The terms of the DECS differ from those of ordinary debt securities in that
the value of Devon common stock (or, at our option, the cash equivalent) that
you will receive when you exchange your DECS at maturity is not fixed, but is
based on the market price of the Devon common stock at the time of the
exchange. We cannot assure you that the amount you receive when you exchange
your DECS will be equal to or greater than the price you paid for the DECS. For
example, if the maturity price is less than the price you paid for the DECS,
you will receive less than you paid for the DECS and your investment in the
DECS would result in a loss. Moreover, you could lose your total investment in
the DECS if Devon became insolvent or bankrupt. You bear the full risk of a
decline in the value of the Devon common stock prior to maturity. The price of
the Devon common stock has been volatile and we cannot predict whether it will
rise or fall.

As of the date of this prospectus supplement, we own an aggregate of
9,954,000 shares of Devon common stock, up to 8,655,652 shares of which (up to
9,954,000 shares if the underwriters' over-allotment option is exercised in
full) we may deliver to holders of the DECS.

See the Devon prospectus, which we have attached to this prospectus
supplement, for more information on the Devon common stock.

The DECS may be less profitable than a direct investment in Devon

Your opportunity for equity appreciation from your investment in the DECS is
less than the opportunity for equity appreciation afforded by a direct
investment in Devon common stock. The DECS are structured so that you will only
receive an amount at maturity in excess of the principal amount of the DECS if
the maturity price of the Devon common stock exceeds $ . Moreover, even if
the price of the Devon common stock exceeds $ , you will only be entitled
to receive upon exchange at maturity % of the appreciation of the Devon common
stock in excess of $ . See "Description of DECS" for examples of the
amounts you would receive at maturity based on various prices of the Devon
common stock.

Also, you will receive annual distributions on the DECS at a rate of %,
which is more than the historical annual dividend on a Devon share. However,
Devon could pay dividends in the future that are higher than the distributions
that you receive on the DECS.

A trading market for the DECS may not develop

Although we have applied for listing of the DECS on the NYSE, we cannot
predict accurately how or whether the DECS will trade in the secondary market
or whether such market will be liquid. A resale market may not develop, or, if
it does, might not give you the opportunity to resell your DECS and may not
continue until the DECS mature. The underwriters currently intend, but are not
obligated, to make a market in the DECS. See "Supplemental Plan of
Distribution."

The DECS may affect the market for the Devon shares

Any market that develops for the DECS is likely to influence and be
influenced by the market for the Devon common stock. For example, the price of
the Devon common stock could become more volatile and

S-5
<PAGE>

could be depressed by investors' anticipation of the potential distribution
into the market of substantial additional amounts of Devon common stock at the
maturity of the DECS, by possible sales of the Devon common stock by investors
who view the DECS as a more attractive means of equity participation in Devon
and by hedging or arbitrage trading activity that may develop involving the
DECS and the Devon common stock.

Certain actions by Devon may adversely affect the value of the DECS

The amount you receive at maturity is subject to adjustment for certain
events arising from, among other things, stock splits and combinations, stock
dividends and certain other actions of Devon that modify its capital structure.
See "Description of DECS Dilution Adjustments; Other Adjustment Events."
However, the amount you receive at maturity may not be adjusted for other
events, such as offerings of Devon common stock for cash or in connection with
acquisitions, which may adversely affect the price of the Devon common stock.
If any of these other events adversely affects the price of the Devon common
stock, they may also adversely affect the trading price of the DECS.

In addition, until we deliver shares of Devon common stock to you at maturity
(if we do not elect to deliver cash instead), you will not be entitled to any
rights with respect to Devon common stock, including, without limitation,
voting rights and the rights to receive any dividends or other distributions.

Devon has no obligation with respect to the DECS

Devon has no obligation with respect to the DECS or the amount you are to
receive at maturity, including any obligation to take your needs or our needs
into consideration for any reason. Devon will not receive any of the proceeds
of this offering of the DECS and is not responsible for, and has not
participated in, the determination of the quantities or prices of the DECS or
the determination or calculation of the amount you are to receive at maturity.
Devon is not involved with the administration or trading of the DECS.

The federal income tax consequences of the DECS are unknown

There is currently no statutory, judicial or administrative authority that
directly addresses the characterization of the DECS or instruments similar to
the DECS for U.S. federal income tax purposes. As a result, significant aspects
of the U.S. federal income tax consequences of an investment in the DECS are
not certain. We are not requesting a ruling from the Internal Revenue Service
with respect to the DECS and we cannot assure you that the Internal Revenue
Service will agree with the conclusions expressed under "Certain United States
Federal Income Tax Considerations."

You should consider the risk factors relating to Devon

You should carefully consider the information in the Devon prospectus,
including the information contained under the heading "Risk Factors." The Devon
prospectus is attached to this prospectus supplement and accompanying
prospectus solely for convenience of reference. The Devon prospectus does not
constitute a part of our prospectus supplement or the accompanying prospectus,
nor is it incorporated into our prospectus supplement or the accompanying
prospectus by reference.

S-6
<PAGE>

KERR-McGEE CORPORATION

On February 26, 1999, we completed a merger with Oryx which created the fifth
largest independent, nonintegrated oil and gas exploration, development and
production company based in the United States in terms of proved oil and gas
reserves. After the merger, combined proved reserves as of December 31, 1998
totaled 959 million barrels of oil equivalent with 80% of these located in our
core operating areas--the United States and the North Sea. We conduct offshore
oil and gas exploration and/or production activities in the Gulf of Mexico,
North Sea, China, Thailand, Gabon, Algeria, Australia, Indonesia and Brazil. We
conduct onshore exploration and/or production operations in the United States,
Ecuador, Indonesia, the United Kingdom, Kazakhstan, Thailand and Yemen.

Our primary chemical product is titanium dioxide pigment, which is produced
at four titanium dioxide plants in the United States, Australia, Germany and
Belgium. In addition, our chemical operations produce and market inorganic
industrial and specialty chemicals, heavy minerals and forest products. We
produce and market other industrial chemicals including synthetic rutile,
manganese products and sodium chlorate and specialty chemicals including boron
trichloride and elemental boron. We produce the heavy minerals ilmenite,
synthetic and natural rutile, zircon and leucoxene. Our forest products
operations treat railroad crossties and other hardwood products and provide
wood treating services.

S-7
<PAGE>

DEVON ENERGY CORPORATION

Devon is an independent energy company engaged primarily in oil and gas
exploration, development and production, and in the acquisition of producing
properties. Devon's oil and gas properties are concentrated in six operating
areas in the United States and Canada. Devon is one of the top 15 public
independent oil and gas companies in both the United States and Canada, as
measured by oil and gas reserves. Devon's United States operations are
primarily conducted in the Permian Basin, the San Juan Basin, the Rocky
Mountains and the Mid-continent. Devon's Canadian operations are primarily
conducted in the province of Alberta. At December 31, 1998, Devon's estimated
proved reserves were 299.4 million barrels of oil equivalent, of which 67% were
natural gas reserves and 33% were oil reserves.

On May 19, 1999, Devon entered into an agreement to merge with PennzEnergy
Company. PennzEnergy is an independent oil and gas company engaged in the
acquisition, exploration, exploitation and development of prospective and
proved oil and gas properties and the production and sale of crude oil,
condensate, natural gas and natural gas liquids. Devon believes that the merged
company, which is referred to in this prospectus supplement as New Devon, will
rank in the top ten of all U.S.-based independent oil and gas producers in
terms of market capitalization, total proved reserves and annual production.
Devon believes that New Devon will create substantially more stockholder value
than could be achieved by either Devon or PennzEnergy individually.

The PennzEnergy merger is subject to conditions, and no assurance can be
given that the merger will be completed. However, if the merger is completed,
it is presently contemplated that Devon stockholders will receive one share of
New Devon common stock for each share of Devon common stock that they own.
PennzEnergy stockholders will receive 0.4475 shares of New Devon common stock
for each share of PennzEnergy common stock that they own. Holders of the DECS
that are exchanged for common stock after the merger will receive shares of New
Devon common stock rather than shares of Devon common stock that they would
have received prior to the merger.

New Devon plans to raise between $300 million and $500 million through a
public offering of newly issued New Devon common stock shortly after the merger
with PennzEnergy is completed. However, depending upon market conditions and
other factors, Devon may make the offering prior to the merger. If the offering
is made prior to the merger, Devon plans to raise between $300 and $350
million. It is also possible that Devon or New Devon may offer equity
securities other than common stock. Neither Devon nor New Devon can assure you
that they will successfully complete a public offering. The public offering is
not a condition to the merger. If Devon completes the public offering before
the merger, then each newly issued Devon share would be converted into one
share of New Devon in the merger.

For additional information about Devon, including risks associated with an
investment in Devon common stock, see the prospectus of Devon that we have
attached for your convenience to this prospectus supplement and accompanying
prospectus. Devon files annual, quarterly and current reports, proxy statements
and other information with the SEC. You may also read and copy any document
that Devon files at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Devon's SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov.

The SEC allows Devon to "incorporate by reference" the information it files
with them, which means that Devon can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of Devon's prospectus that we have attached to this
prospectus supplement and accompanying prospectus, and information that Devon
files later with the SEC will automatically update and supersede this
information. The prospectus of Devon that is attached to this prospectus
supplement and accompanying prospectus incorporates by reference the documents
listed below and any future filings Devon makes with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell
all of the DECS.

S-8
<PAGE>

Devon SEC Filings

. Devon's Annual Report on Form 10-K for the year ended December 31, 1998.

. Devon's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.

. Devon's Current Report on Form 8-K/A filed on February 2, 1999.

. Devon's Current Reports on Form 8-K filed on February 8, 1999, February
22, 1999, April 28, 1999, May 21, 1999 and June 1, 1999.

. Devon's Proxy Statements on Schedule 14A filed on April 9, 1999 and July
16, 1999.

PennzEnergy SEC Filings

. Part II, Item 8. "Financial Statements and Supplemental Data" of the
Annual Report on Form 10-K for the year ended December 31, 1998.

. Part I, Item 1. "Financial Statements" of the Quarterly Report on Form
10-Q for the quarter ended March 31, 1999.

. Part I. "Election of Directors--Nominees" of the Proxy Statement on
Schedule 14A filed on March 25, 1999.

You may request a copy of these filings at no cost, excluding all exhibits
unless Devon has specifically incorporated by reference an exhibit in Devon's
prospectus attached to this prospectus supplement and accompanying prospectus,
by writing or telephoning Devon at the following address:

Devon Energy Corporation
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
Attention: Corporate Secretary
Tel: (405) 235-3611

S-9
<PAGE>

RELATIONSHIP BETWEEN KERR-McGEE AND DEVON

We currently own 9,954,000 shares, or 20.4% of the outstanding Devon common
stock. After completion of the merger of Devon and PennzEnergy, we will own up
to 14.2% of the outstanding shares of New Devon's common stock. This percentage
will be reduced further if New Devon completes a planned public offering of new
shares of common stock.

Under an agreement between Devon and Kerr-McGee dated December 31, 1996,
Devon is obligated to nominate a specified number of persons designated by us
for election to Devon's board. The exact number would generally be set so that
our representation on the Devon board approximates the percentage of Devon's
common stock that we own. The December 31, 1996 agreement also restricts our
ability to acquire or dispose of Devon common stock and grants us preemptive
rights in connection with offerings of Devon convertible securities. The
issuance and sale of the DECS will not be deemed a sale of the related shares
of Devon common stock under the December 31, 1996 agreement until such shares
have been delivered to you.

Our designees to Devon's board resigned their positions on May 19, 1999, and
we have agreed with Devon that the December 31, 1996 agreement will terminate
when and if the merger occurs. We do not believe that we have the power to
control the management or policies of Devon. Devon will not receive any
proceeds from the sale of the DECS and has no obligations with respect to the
DECS, including any obligation to take into consideration our needs or your
needs for any reason.

We have attached the Devon prospectus solely for convenience of reference.
The Devon prospectus does not constitute part of, and is not incorporated by
reference into, this prospectus supplement or the accompanying prospectus. In
addition, we assume no responsibility for any information included in or
omitted from the Devon prospectus.

In connection with the offering of the DECS, Devon has agreed to indemnify us
against certain liabilities, including liabilities under the Securities Act.

S-10
<PAGE>

PRICE RANGE OF DEVON COMMON STOCK

The Devon common stock is listed on the AMEX under the symbol "DVN." Devon
began paying regular quarterly cash dividends on its common stock on June 30,
1993, in the amount of $0.03 per share. Effective December 31, 1996, Devon
increased its quarterly dividend payment to $0.05 per share. Devon has reported
that it anticipates continuing to pay regular quarterly dividends in the
foreseeable future.

The following table sets forth the quarterly high and low sales prices for
the Devon common stock as reported by the AMEX for the periods indicated.

<TABLE>
<CAPTION>
American Stock
Exchange
-------------------
High Low
(US$) (US$)
--------- ---------
<S> <C> <C>
1996:
Quarter Ended March 31,
1996................... 25 3/4 19 7/8
Quarter Ended June 30,
1996................... 26 1/8 22
Quarter Ended September
30, 1996............... 27 1/2 22 3/4
Quarter Ended December
31, 1996............... 35 1/2 25 1/4
1997:
Quarter Ended March 31,
1997................... 38 7/8 29 1/2
Quarter Ended June 30,
1997................... 38 1/2 27 3/8
Quarter Ended September
30, 1997............... 45 1/4 36 1/8
Quarter Ended December
31, 1997............... 49 1/8 35
1998:
Quarter Ended March 31,
1998................... 41 1/8 32 7/8
Quarter Ended June 30,
1998................... 40 1/2 32 5/8
Quarter Ended September
30, 1998............... 36 5/8 26 1/8
Quarter Ended December
31, 1998............... 36 27 3/4
1999:
Quarter Ended March 31,
1999................... 31 3/4 20 1/8
Quarter Ended June 30,
1999................... 37 7/16 25 15/16
Quarter Ended September
30, 1999 (through July
16, 1999).............. 38 11/16 36
</TABLE>

USE OF PROCEEDS

We expect to receive approximately $ of proceeds from the sale of
the DECS after deducting the underwriting discounts and estimated offering
expenses which we are responsible for paying. We will use the proceeds we
receive from these DECS to retire a variable rate loan (which had an interest
rate of 5.64% at June 30, 1999), which was used to retire a $100,000,000 note
(with a 10% interest rate) repaid on June 15, 1999, and a portion of our
indebtedness outstanding under a variable rate credit agreement (with an
average interest rate at June 30, 1999 of 5.39%). The sale of the DECS is
intended to reduce our borrowings that are subject to short-term interest rate
fluctuations.

S-11
<PAGE>

RATIOS OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for each of the periods indicated is
as follows:

<TABLE>
<CAPTION>
Three Months Ended
Year Ended December 31, March 31,
------------------------------------------------------ --------------------------------
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
(1) 1.2 4.1 3.9 (1) 1.5 (1)
</TABLE>
- --------
(1) Earnings were inadequate to cover fixed charges by $155 million for the
three months ended March 31, 1999, by $548 million for the year ended
December 31, 1998 and $41 million for the year ended December 31, 1994.

S-12
<PAGE>

CAPITALIZATION

The following table sets forth our unaudited capitalization, which includes
our consolidated subsidiaries, as of March 31, 1999 and as adjusted to give
effect to the sale of the DECS and the application of the estimated net
proceeds from this sale as described in "Use of Proceeds."

<TABLE>
<CAPTION>
Actual Adjusted
---------- -----------
(Millions of Dollars)
<S> <C> <C>
Short-term Borrowings................................. $ 10 $ 10
========== ==========
Long-Term Debt
Debentures--
7.5% Convertible subordinated debentures, $10 due
annually May 15, 2000 through 2013 and $50 due May
15, 2014........................................... $ 190 $ 190
7.125% debentures due October 15, 2027.............. 150 150
7% debentures due November 1, 2011, net of
unamortized debt
discount of $105................................... 145 145
8.5% Sinking fund debentures due June 1, 2006....... 11 11
DECS................................................ -- 331
Notes payable--
10% Notes due April 1, 2001......................... 150 150
6.625% Notes due October 15, 2007................... 150 150
8.375% Notes due July 15, 2004...................... 150 150
8.125% Notes due October 15, 2005................... 150 150
8% Notes due October 15, 2003....................... 100 100
Variable interest rate revolving credit agreements
with banks, $66 due
March 6, 2000; $400 due February 26, 2002; $150 due
April 28, 2002;
and $71 due May 15, 2003........................... 687 466
Medium-term notes--
$11 due January 2, 2002 and $2 due February 1,
2002............................................... 13 13
Commercial paper..................................... 332 332
Guaranteed debt of employee stock ownership plan
9.61% notes due in installments through January 2,
2005................................................ 38 38
Other................................................ 4 4
---------- ----------
Total.............................................. 2,270 2,380
Long-term debt due within one year................... 219 119
---------- ----------
Total long-term debt............................... $ 2,489 $ 2,499
========== ==========
Minority interest in subsidiary companies............. $ 41 $ 41
========== ==========
Stockholders' equity
Common stock, par value $1.00--300,000,000 shares
authorized--93,383,538 shares issued $ 93 $ 93
Capital in excess of par value....................... 1,280 1,280
Preferred stock rights............................... 1 1
Accumulated other comprehensive income............... (50) (50)
Retained earnings.................................... 377 377
Common stock in treasury, at cost 7,010,790 shares... (388) (388)
Deferred compensation................................ (130) (130)
---------- ----------
Total stockholders' equity............................ $ 1,183 $ 1,183
========== ==========
Total capitalization.................................. $ 3,723 $ 3,733
========== ==========
</TABLE>

S-13
<PAGE>

SELECTED FINANCIAL AND OPERATING DATA OF KERR-McGEE
The following table sets forth certain information regarding our consolidated
results of operations, financial position and operating data as of and for the
periods indicated. You should read the data presented below in conjunction with
our consolidated financial statements and the notes thereto, which are
incorporated by reference into this prospectus supplement. The following
financial information is not necessarily indicative of our future results.
<TABLE>
<CAPTION>
Three Months
Years Ended December 31, Ended March 31,
--------------------------------------- ----------------
1994 1995 1996 1997 1998 1998 1999
------ ------ ------ ------- ------ ------- -------
(Millions of Dollars)
<S> <C> <C> <C> <C> <C> <C> <C>
Sales
Exploration and
production............ $1,720 $1,708 $2,048 $ 1,845 $1,267 $ 329 $ 283
Chemicals.............. 639 707 692 760 933 178 203
Other.................. -- 4 -- -- -- -- --
------ ------ ------ ------- ------ ------- -------
Total.................. $2,359 $2,419 $2,740 $ 2,605 $2,200 $ 507 $ 486
====== ====== ====== ======= ====== ======= =======
Operating profit (loss)
Exploration and
production (1)........ $ 173 $ 109 $ 667 $ 595 $ (361) $ 33 $ 21
Chemicals (2).......... 92 122 85 81 56 22 28
------ ------ ------ ------- ------ ------- -------
Total.................. 265 231 752 676 (305) 55 49
Net interest expense
(3).................... (189) (170) (134) (127) (119) (31) (42)
Net other income
(expense) (4).......... (98) 7 (35) (14) (96) 4 (158)
Income tax provision
(benefit).............. 9 (42) 225 184 (175) 12 (44)
------ ------ ------ ------- ------ ------- -------
Income (loss) from
continuing operations
(5).................... (31) 110 358 351 (345) 16 (107)
Income from discontinued
operations, net of
income taxes........... 55 27 56 33 277 8 --
Extraordinary charge,
net of income taxes.... (12) (23) -- (2) -- -- --
Cumulative effect of
change in accounting
principle, net of
income taxes........... (948) -- -- -- -- -- (4)
------ ------ ------ ------- ------ ------- -------
Net income (loss) (5)... $ (936) $ 114 $ 414 $ 382 $ (68) $ 24 $ (111)
====== ====== ====== ======= ====== ======= =======
Balance sheet data
Working capital........ $ (254) $ (106) $ 161 $ -- $ (173) $ 41 $ 38
Property, plant and
equipment, net........ 4,497 3,807 3,693 3,919 4,153 4,097 4,122
Total assets........... 5,918 5,006 5,194 5,339 5,451 5,615 5,543
Total debt............. 2,704 1,938 1,849 1,766 2,250 1,969 2,499
Stockholders' equity... 1,112 1,124 1,279 1,558 1,346 1,569 1,183
Cash flow information
Net cash provided by
operating activities.. 678 728 1,169 1,097 385 187 62
Cash capital
expenditures
Exploration and
production............ 505 632 722 708 871 270 115
Chemicals.............. 52 69 118 91 92 12 22
Other and discontinued
operations............ 54 44 35 37 18 6 2
------ ------ ------ ------- ------ ------- -------
Total................. $ 611 $ 745 $ 875 $ 836 $ 981 $ 288 $ 139
====== ====== ====== ======= ====== ======= =======
Other financial data
Current ratio.......... .8 .9 1.2 1.0 .8 1.0 1.0
Total debt to
capitalization........ 71% 63% 59% 53% 62% 55% 67%
Total debt net of cash
to capitalization..... 70% 62% 57% 50% 61% 52% 65%
Operating data
Crude oil and
condensate production
(thousands of
barrels/day)
Domestic............... 73.4 74.8 73.8 70.6 66.2 71.0 69.3
North Sea.............. 88.7 91.9 86.5 83.3 87.4 72.7 94.3
Other international.... 26.4 17.4 16.8 18.1 18.4 17.7 16.3
------ ------ ------ ------- ------ ------- -------
Total proprietary
production........... 188.5 184.1 177.1 172.0 172.0 161.4 179.9
Proportionate interest
in equity affiliate's
production............ -- -- -- 7.3 7.8 7.3 6.9
------ ------ ------ ------- ------ ------- -------
Total................. 188.5 184.1 177.1 179.3 179.8 168.7 186.8
====== ====== ====== ======= ====== ======= =======
Average price of crude
oil sold (per barrel)
Domestic............... $14.25 $15.73 $19.45 $ 18.34 $12.73 $ 13.98 $ 10.15
North Sea.............. 15.33 16.56 19.60 18.93 12.93 13.85 11.60
Other International.... 14.58 14.70 15.85 15.36 9.90 11.41 8.83
Average................ $14.80 $16.05 $19.18 $ 18.32 $12.52 $ 14.05 $ 10.89
Total proprietary
natural gas deliveries
(MMCF/day)............ 872 809 781 685 584 585 570
Proportionate interest
in equity affiliate's
sales................. -- -- -- 59 75 62 80
------ ------ ------ ------- ------ ------- -------
Total.................. 872 809 781 744 659 647 650
====== ====== ====== ======= ====== ======= =======
Average price of
natural gas deliveries
(per MCF)............. $ 1.82 $ 1.63 $ 2.10 $ 2.43 $ 2.12 $ 2.22 $ 1.91
Industrial and
speciality chemical
sales (thousands of
metric tons).......... 346 404 405 443 481 93 105
</TABLE>

S-14
<PAGE>

- --------
Includes special items as follows:

(1) Charges totaling $423 million in 1998 for FAS 121 asset impairments and
restructuring programs; charges totaling $2 million in 1997 primarily for a
restructuring program; charges totaling $32 million in 1996 for FAS 121
asset impairments and a restructuring program; charges totaling $235
million in 1995 for FAS 121 asset impairments and a restructuring program;
charges totaling $92 million in 1994 for a restructuring program.
(2) Charges totaling $59 million in 1998 for FAS 121 asset impairments and
severance expenses; charges totaling $3 million in 1997 primarily for the
write-off of obsolete equipment; charges totaling $5 million in 1996 for
FAS 121 asset impairments.
(3) Income totaling $19 million in 1998 for interest on settlement of prior
years' income taxes.
(4) Charges totaling $156 million for the first three months of 1999 primarily
for merger related costs; income totaling $5 million for the first three
months of 1998 for gains on disposal of property; charges totaling $60
million in 1998 primarily for environmental provisions and equity
affiliate's full-cost writedown partially offset by insurance settlements;
income totaling $17 million in 1997 primarily for gains on sales of
securities and insurance settlements partially offset by environmental
provisions; income totaling $20 million in 1996 primarily for insurance
settlements and gains on sales of securities partially offset by
environmental provisions and pending litigation; charges totaling $28
million in 1995 primarily for environmental provisions.
(5) After-tax charges of $114 million for the first three months of 1999;
after-tax income of $3 million for the first three months of 1998; after-
tax charges of $321 million in 1998; after-tax income of $8 million in
1997; after-tax charges of $11 million in 1996; after-tax charges of $163
million in 1995; after-tax charges of $60 million in 1994 as a result of
the items described in preceding footnotes 1 through 4.

S-15
<PAGE>

DESCRIPTION OF DECS

The following description is a summary of the material terms of the DECS and
an indenture between us and Citibank, N.A., as trustee, including a supplement
to that indenture, concerning the DECS. This summary does not restate the terms
of the DECS or the indenture in their entirety. We urge you to read the DECS
and the indenture because they, and not this description, define your rights as
investors. Copies of the indenture and the form of DECS are on file with the
SEC. See "Where You Can Get More Information" on page S-29 for more information
on how to obtain copies.

Ranking

The DECS will be unsecured and will rank equally in right of payment with all
of our other unsecured and unsubordinated debt. The total amount of DECS to be
issued will be 8,865,652, plus such additional number of DECS as we may issue
if the underwriters exercise their over-allotment option (see "Supplemental
Plan of Distribution"). The DECS will mature on , 2004. The indenture does
not limit the amount of DECS we may issue, and in the future, we may issue
additional DECS or other securities with terms similar to those of the DECS.

Financial Terms

The specific financial terms of the DECS we are offering are as follows:

<TABLE>
<S> <C>
. Title of the notes: DECS/SM/ % Exchangeable Notes due , 2004
. Total principal amount being $
issued:
. Maturity (due) date for , 2004
principal:
. Interest rate: % annually (or approximately $ annually)
. Date interest starts accru- , 1999
ing:
. Due dates for interest: every , , and
. First due date for interest: , 1999
. Regular record dates for in- every , , and
terest:
</TABLE>

Payment Mechanics

We will pay interest on the DECS on the interest payment dates stated above
under "--Financial Terms" and at maturity. Each payment of interest due on an
interest payment date or at maturity will include interest accrued from the
last date to which interest has been paid or made available for payment, or
from the issue date, if none has been paid or made available for payment, to
the relevant payment date. We will compute interest on the DECS on the basis of
a 360-day year of twelve 30-day months.

The regular record date relating to an interest payment date for any DECS
will be the day next preceding the interest payment date, whether or not
that preceding day is a business day. For the purpose of determining the
investor at the close of business on a regular record date when business is not
being conducted, the close of business will mean 5:00 P.M., New York City time,
on that day.

We will pay the interest to the investor in whose name the DECS is registered
at the close of business on the regular record date relating to the interest
payment date. If interest is due at maturity but that day is not an interest
payment date, we will pay the interest to the person or entity entitled to
receive the principal on the DECS.

At maturity, we will exchange the principal amount of each DECS into a number
of shares of Devon common stock (or, at our option, the equivalent amount of
cash) at the exchange rate. The exchange rate is equal to the following per
DECS amount:

(1) if the maturity price (described below) is greater than or equal to
$ (this amount is called the "threshold appreciation price"),
shares of Devon common stock,

S-16
<PAGE>

(2) if the maturity price is less than the threshold appreciation price
but is greater than $ , a fraction equal to (a) $ divided by (b) the
maturity price of one share of Devon common stock, and

(3) if the maturity price is less than or equal to $ , one share of
Devon common stock.

We refer below to the ratios of shares of Devon common stock to one DECS in
this definition of the exchange rate as the "share components." We may adjust
the exchange rate as described below in "--Dilution Adjustments; Other
Adjustment Events."

The value of the Devon common stock we deliver to investors at maturity (or,
as discussed below, the cash equivalent we deliver instead of such shares) will
not necessarily equal the principal amount of the DECS.

Any shares of Devon common stock we deliver to investors that are not
affiliated with Devon will be freely transferable, except for any transfer
restrictions an investor causes, and investors will be responsible for paying
any and all brokerage costs when they sell such shares. We will not issue
fractional shares of Devon common stock at maturity, as discussed under "--
Fractional Shares" below. We may elect to deliver cash instead of shares of
Devon common stock at maturity. On or before the fourth business day before
, 2004, we will notify the trustee, which in turn will notify The
Depository Trust Company, known as DTC, and publish a notice in a daily
newspaper of national circulation stating whether the principal amount of each
DECS will be exchanged for shares of Devon common stock or cash. If we elect to
deliver cash instead of shares of Devon common stock at maturity:

. we will be obligated to deliver cash to all investors, and

. the amount of cash deliverable in respect of each DECS will be equal to
the product of (1) the number of shares of Devon common stock otherwise
deliverable in respect of such DECS at maturity, multiplied by (2) the
maturity price.

Despite the preceding paragraph, (A) if certain dilution events occur, we
will adjust the exchange rate and (B) in the case of certain adjustment events,
the consideration we pay to investors at maturity may be shares of Devon common
stock, other securities or cash. See "--Dilution Adjustments; Other Adjustment
Events" below.

The "maturity price" means the average closing price (as discussed below) per
share of Devon common stock on the 20 trading days immediately before (but not
including) the date of maturity; however, if there are not 20 trading days for
the Devon common stock occurring not later than the 60th calendar day
immediately before, but not including, the date of maturity, the "maturity
price" will be the market value per share of Devon common stock as of maturity
as the nationally recognized investment banking firm that we retain for this
purpose determines. We may adjust the maturity price as described below in "--
Dilution Adjustments; Other Adjustment Events."

The "closing price" of any security on any date of determination is:

. the closing sale price (or, if no closing price is reported, the last
reported sale price) of the security (regular way) on the AMEX on the
relevant date,

. if the security is not listed for trading on the AMEX on the relevant
date, as reported in the composite transactions on the relevant date for
the principal United States securities exchange on which the security is
so listed,

. if the security is not listed on a United States national or regional
securities exchange, as reported on the relevant date by the NASDAQ Stock
Market,

. if the security is not so reported, the last quoted bid price for the
security in the over-the-counter market on the relevant date as reported
by the National Quotation Bureau or similar organization, or

S-17
<PAGE>

. if the security is not so quoted, the average of the mid-point of the
last bid and ask prices for the security on the relevant date from each
of at least three nationally recognized independent investment banking
firms that we select for this purpose.

A "trading day" means a business day on which the relevant security for
purposes of the closing price (A) is not suspended from trading on any national
or regional securities exchange or association or over-the-counter market at
the close of business and (B) has traded at least once on the national or
regional securities exchange or association or over-the-counter market that is
the primary market for the trading of such security.

A "business day" is any day that is not a Saturday, a Sunday or a day on
which the NYSE, banking institutions or trust companies in The City of New York
are authorized or obligated by law or executive order to close.

For example, the following chart shows the number of shares of Devon common
stock or the amount of cash that an investor would receive for each DECS at
various maturity prices. The chart assumes that there will be no adjustments to
the exchange rate due to any of the events described under "--Dilution
Adjustments; Other Adjustment Events" below. We cannot assure you that the
maturity price will be within the range set forth below. Given a price of $
per DECS and the threshold appreciation price of $ , an investor would receive
at maturity the following number of shares of Devon common stock or amount of
cash (if we elect to pay the DECS in cash) per DECS:

<TABLE>
<CAPTION>
Maturity Price Number of Shares
of Devon of Devon Amount of
Common Stock* Common Stock Cash*
-------------- ---------------- ---------
<S> <C> <C>
$ $
$ $
$ $
$ $
$ $
</TABLE>
--------
* Numbers have been rounded for illustrative purposes.

As the above chart illustrates,

. if at maturity, the maturity price is greater than or equal to $ , we
will be obligated to deliver shares of Devon common stock for each
DECS; as a consequence, we would receive % of the appreciation in
market value above $ and the investor would receive % of the
appreciation in market value above $ ,

. if at maturity, the maturity price is greater than $ and less than
$ , we will be obligated to deliver only a fraction of a share of Devon
common stock having a market value equal to $ ; as a consequence, we
would retain all of the appreciation in the market value of the Devon
common stock,

. if at maturity, the maturity price is less than or equal to $ , we will
be obligated to deliver one share of Devon common stock per DECS,
regardless of the market value of such shares; as a consequence, the
investor would realize the entire loss on the decline in market value of
Devon common stock, and

. we will pay interest on the DECS, and we will deliver Devon common stock
(or, at our option, its cash equivalent and/or such other consideration
as the indenture permits or requires as described below) in exchange for
the DECS at maturity against an investor's surrender of such DECS, at the
office or agency we maintain for these purposes. At our option, however,
we may pay interest by check mailed to the investor at his or her address
shown on the trustee's records as of the close of business on the ,
, and immediately preceding the relevant interest payment
date. See "--Book-Entry System" below. Initially the office for such
payments will be the principal corporate trust office of the trustee in
New York City, which is located at .

S-18
<PAGE>

Investors may transfer their DECS at the office of the trustee. Investors
will not be required to pay a service charge to transfer their DECS, but they
may be required to pay for any tax or other governmental charge associated with
the transfer.

The indenture does not restrict us from selling, pledging or otherwise
conveying all or any portion of the Devon common stock we or our subsidiaries
own, and we will not pledge or otherwise hold in escrow any of such shares of
Devon common stock for use at maturity of the DECS. This means that, in a
bankruptcy or liquidation proceeding against us or our subsidiaries, our
creditors or the creditors of our subsidiaries may make claims against the
shares of Devon common stock, if any, which we or our subsidiaries own. In
addition, we will have the option, exercisable in our sole discretion, to
satisfy our obligation to exchange the DECS at maturity by delivering to
investors either the specified number of shares of Devon common stock or cash
in an amount equal to the product of such number of shares multiplied by the
maturity price. As a result, we may or may not elect at maturity to deliver
Devon common stock and, if we so elect, we may or may not use all or any
portion of our holdings of Devon common stock at that time, if any, to make
such delivery. Holders of the DECS will not be entitled to any rights with
respect to Devon common stock (including voting rights and rights to receive
any dividends or other distributions in respect of the Devon common stock)
until the time, if any, as we will have delivered shares of Devon common stock
to holders of the DECS at maturity and the applicable record date, if any, for
the exercise of such rights occurs after such date.

Dilution Adjustments; Other Adjustment Events

We will adjust the exchange rate if Devon:

(1) pays a stock dividend or makes a distribution with respect to the
Devon common stock in shares of common stock,

(2) subdivides or splits the outstanding shares of Devon common stock,

(3) combines its outstanding shares of Devon common stock into a smaller
number of shares,

(4) issues by reclassification (other than a reclassification pursuant
to clause (2), (3), (4) or (5) of the definition of adjustment event below)
of its shares of Devon common stock any shares of common stock of Devon, or

(5) issues rights or warrants to all holders of Devon common stock
entitling them to subscribe for or purchase shares of Devon common stock
(other than rights to purchase Devon common stock pursuant to a plan for
the reinvestment of dividends) at a price per share less than the market
price (as described below) of the Devon common stock on the business day
next following the record date for the determination of holders of shares
of Devon common stock entitled to receive such rights or warrants.

In the case of the events referred to in clauses (1), (2), (3) and (4) above,
we will adjust the exchange rate by adjusting each of the share components of
the exchange rate in effect immediately before such event so that investors
will be entitled to receive, when we exchange the principal amount of such DECS
at maturity, the number of shares of Devon common stock (or, in the case of a
reclassification referred to in clause (4) above, the number of shares of other
common stock of Devon issued pursuant to the reclassification) which they would
have owned or been entitled to receive immediately following such event had
such DECS been exchanged immediately before such event or any record date with
respect to it. In the case of the event referred to in clause (5) above, we
will adjust the exchange rate by multiplying each of the share components of
the exchange rate in effect on the record date for the determination of holders
of Devon common stock entitled to receive the rights or warrants referred to in
clause (5) above by a fraction.

. The numerator of this fraction will be:

(A) the number of shares of Devon common stock outstanding on such
record date, plus

(B) the number of additional shares of Devon common stock offered for
subscription or purchase by the terms of to such rights or warrants.

S-19
<PAGE>

. The denominator of this fraction will be:

(X) the number of shares of Devon common stock outstanding on this
record date, plus

(Y) the number of additional shares of Devon common stock which the
total offering price of the total number of shares of Devon common stock
specified in clause (B) above would purchase at the market price of the
Devon common stock on the business day next following such record date,
which number of additional shares will be determined by:

(I) multiplying such total number of shares by the exercise price of
such rights or warrants, and

(II) dividing the product so obtained by such market price of Devon
common stock.

If these rights or warrants expire before the maturity of the DECS and
shares of Devon common stock are not delivered by the terms of such rights or
warrants before such expiration, we will readjust the exchange rate to the
exchange rate which would then be in effect if such adjustments for the
issuance of such rights or warrants been made on the basis of delivery of only
the number of shares of Devon common stock actually delivered by the terms of
such rights or warrants. Any shares of Devon common stock issuable in payment
of a dividend will be deemed to have been issued immediately before the close
of business on the record date for such dividend for purposes of calculating
the number of outstanding shares of Devon common stock under this paragraph.

"Market price" means, as of any date of determination, the average closing
price per share of Devon common stock for the 20 Trading Days immediately
before the date of determination. If, however, there are not 20 trading days
for the Devon common stock occurring not later than the 60th calendar day
immediately before, but not including, such date, the market price will be
determined as the market value per share of Devon common stock as of such date
as determined by a nationally recognized investment banking firm that we
retain for such purpose.

All adjustments to the exchange rate will be calculated to the nearest
1/10,000th of a share of Devon common stock (or if there is not a nearest
1/10,000th of a share of Devon common stock to the next lower 1/10,000th of a
share of Devon common stock). No adjustment in the exchange rate will be
required unless such adjustment would require an increase or decrease of at
least one percent. Any adjustments that therefore are not required to be made
will be carried forward and taken into account in any subsequent adjustment.

If an adjustment is made to the exchange rate pursuant to clauses (1), (2),
(3), (4) or (5) above, an adjustment will also be made to the maturity price
as the term is used to determine which of clauses (1), (2) or (3) of the
exchange rate definition will apply at maturity, by multiplying the original
maturity price by the cumulative number or fraction determined pursuant to the
exchange rate adjustment procedure described above. In the case of a
reclassification of any shares of Devon common stock into any common stock of
Devon other than Devon common stock, such common stock will be deemed to be
shares of Devon common stock solely to determine the maturity price and to
apply the exchange rate at maturity. Each such adjustment to the exchange rate
and the maturity price will be made successively.

Each of the following events are called "adjustment events":

(1) any dividend or distribution by Devon to all holders of Devon common
stock of its debt or other assets (excluding (A) dividends or distributions
referred to in clause (1) of the first paragraph under this caption "--
Dilution Adjustments; Other Adjustment Events," (B) any common shares
issued pursuant to a reclassification referred to in clause (4) of such
paragraph, and (C) ordinary cash dividends (as defined below)) or any
issuance by Devon to all holders of Devon common stock of rights or
warrants (other than rights or warrants referred to in clause (5) of the
first paragraph under this caption "--Dilution Adjustments; Other
Adjustment Events"),

(2) any consolidation or merger of Devon with or into another entity
(other than a merger or consolidation in which Devon is the continuing
corporation and in which the Devon common stock

S-20
<PAGE>

outstanding immediately before the merger or consolidation is not exchanged
for cash, securities or other property of Devon or another corporation),

(3) any sale, transfer, lease or conveyance to another corporation of
the property of Devon as an entirety or substantially as an entirety,

(4) any statutory exchange of securities of Devon with another
corporation (other than in connection with a merger or acquisition), or

(5) any liquidation, dissolution or winding up of Devon.

After the occurrence of any adjustment event, we will deliver to each
investor at maturity, instead of or (in the case of an adjustment event
described in clause (1) above) in addition to, shares of Devon common stock as
described above, or cash in an amount equal to:

. if the maturity price is greater than or equal to the threshold
appreciation price, multiplied by the transaction value (as defined
below),

. if the maturity price is less than the threshold appreciation price but
is greater than $ , the product of (1) $ divided by the maturity
price, multiplied by (2) the transaction value, and

. if the maturity price is less than or equal to $ , the transaction
value.

Following an adjustment event, the maturity price, as this term is used in
this paragraph and throughout the definition of exchange rate, will be deemed
to equal:

. if shares of Devon common stock are outstanding at maturity, the maturity
price of the shares of Devon common stock, as adjusted pursuant to the
method described in the preceding paragraph, plus the transaction value,
or

. the transaction value, if shares of Devon common stock are not
outstanding at maturity or if the Devon common stock, as a result of an
adjustment event, is not

(A) listed on a United States national securities exchange,

(B) reported on a United States national securities system subject to
last sale reporting, or

(C) traded in the over-the-counter market and reported on the National
Quotation Bureau or similar organization, and for which bid and ask prices
are not available from at least three nationally recognized investment
banking firms.

Despite the preceding paragraph, with respect to any securities received in
an adjustment event, which we refer to as "reported securities," that

(1) are:

(a) listed on a United States national securities exchange,

(b) reported on a United States national securities system subject
to last sale reporting,

(d) for which bid and ask prices are available from at least three
nationally recognized investment banking firms, and

(2) are either (x) perpetual equity securities or (y) non-perpetual
equity or debt securities with a stated maturity after the stated maturity
of the DECS,

we may, at our option, instead of delivering the amount of cash deliverable in
respect of reported securities received in an adjustment event, determined
according to the previous paragraph, deliver a number of reported securities
(such as the New Devon common stock) with a value equal to such cash amount,
determined according to clause (2) of the definition of transaction value,
however:

S-21
<PAGE>

(1) if we exercise this option, we will deliver reported securities in
respect of all, but not less than all, cash amounts that we would otherwise
deliver in respect of reported securities received in an adjustment event,

(2) we may not exercise this option if (a) we have elected to deliver
cash instead of Devon common stock, if any, deliverable upon maturity or
(b) we have not yet delivered such reported securities to the investors
entitled to them following such adjustment event or any record date with
respect to it, and

(3) subject to clause (2) of this proviso, we must exercise such option
if we do not elect to deliver cash instead of Devon common stock, if any,
deliverable upon maturity.

If we elect to deliver reported securities, investors will be responsible for
the payment of any brokerage and other transaction costs when selling the
reported securities. If, following any adjustment event, any reported security
ceases to qualify as a reported security, then (a) we may no longer elect to
deliver such reported security instead of an equivalent amount of cash and (b)
despite clause (2) of the definition of transaction value, the transaction
value of such reported security will mean the fair market value of such
reported security on the date such security ceases to qualify as a reported
security, as determined by a nationally recognized investment banking firm we
retain for this purpose.

The amount of cash and/or the kind and amount of securities into which we
will exchange the DECS after an adjustment event will be subject to adjustment
following such adjustment event in the same manner and when the same type of
events as described under this caption "--Dilution Adjustments; Other
Adjustment Events" occur with respect to Devon common stock and Devon.

The term "ordinary cash dividend" means, with respect to any consecutive 365-
day period, any dividend with respect to Devon common stock that Devon pays in
cash to the extent that the amount of such dividend, together with the total
amount of all other dividends on Devon common stock that Devon has paid in cash
during this 365-day period, does not exceed on a per-share basis 10% of the
average of the closing prices of Devon common stock over this 365-day period.

The term "transaction value" means

(1) for any cash received in any adjustment event, the amount of cash
received per share of Devon common stock,

(2) for any reported securities received in any adjustment event, an
amount equal to (x) the average closing price per security of such reported
securities for the 20 trading days immediately before (but not including)
maturity multiplied by (y) the number of such reported securities (as
adjusted as described in this section) received per share of Devon common
stock; and

(3) for any property received in any adjustment event other than cash or
such reported securities, an amount equal to the fair market value of the
property received per share of Devon common stock on the date such property
is received, as determined by a nationally recognized investment banking
firm that we retain for this purpose;

in the case of clause (2), however,

(x) with respect to securities that are reported securities by virtue of
only clause (1)(d) of the definition of reported securities above,
transaction value with respect to any such reported security means the
average of the mid-point of the last bid and ask prices for such reported
security as of maturity from each of at least three nationally recognized
investment banking firms that we retain for such purpose, multiplied by the
number of such reported securities (as adjusted as described in this
section) received per share of Devon common stock, and

S-22
<PAGE>

(y) with respect to all other reported securities, if there are not 20
trading days for any particular reported security occurring after the 60th
calendar day immediately prior to, but not including, the date of maturity,
transaction value with respect to such reported security means the market
value per security of such reported security as of maturity as determined
by a nationally recognized investment banking firm that we retain for such
purpose, multiplied by the number of such reported securities (as adjusted
as described in this section) received per share of Devon common stock.

For purposes of calculating the transaction value, any cash, reported
securities or other property receivable in any adjustment event will be deemed
to have been received immediately before the close of business on the record
date for such adjustment event or, if there is no record date for such
adjustment event, immediately before the close of business on the effective
date of such adjustment event.

No adjustments will be made for certain other events, such as offerings of
Devon common stock by Devon for cash or in connection with acquisitions.

We are required, within ten business days following the occurrence of an
event that requires an adjustment to the exchange rate or the occurrence of an
adjustment event (or, in either case, if we are not aware of such occurrence,
as soon as practicable after we become so aware), to notify the trustee and
each holder of DECS in writing of the occurrence of such event, including a
statement in reasonable detail setting forth the method by which the adjustment
to the exchange rate or change in the consideration to be received by investors
following the adjustment event was determined and setting forth the revised
exchange rate or consideration, as the case may be. For any adjustment to the
maturity price, however, the notice need only disclose the factor by which the
maturity price is to be multiplied in order to determine which clause of the
exchange rate definition will apply at maturity.

Fractional Shares

We will not issue fractional shares of Devon common stock or reported
securities if we exchange the DECS for shares of Devon common stock or reported
securities. If more than one DECS is surrendered at one time by the same
investor, the number of full shares of Devon common stock or reported
securities which we will deliver upon exchange, in whole or in part, as the
case may be, will be computed on the basis of the total number of DECS so
surrendered at maturity. Instead of delivering any fractional share of Devon
common stock or other security we may otherwise issue in respect of any DECS
which we exchange at maturity, such investor will be entitled to receive an
amount in cash equal to the value of such fractional share of Devon common
stock or security at the maturity price.

Delivery of Securities Upon Maturity

We will deliver all Devon common stock and reported securities to investors
upon maturity, whenever practicable, in a manner (such as by book-entry
transfer) that assures same-day transfer of these securities to investors and
otherwise in the manner customary at such time for delivery of such securities
and securities of the same type. Despite the preceding, it may not be possible
under market practices prevailing at the maturity of the DECS to transfer Devon
common stock and/or reported securities so as to assure same-day transfer of
such securities to investors. Accordingly, such investors may receive all or a
portion of the Devon common stock and/or reported securities into which the
DECS are exchangeable after maturity.

Redemption

We will not be permitted to redeem the DECS before maturity. The DECS do not
contain sinking fund or other mandatory redemption provisions. Investors do not
have the option for payment on the DECS before maturity.

S-23
<PAGE>

Book-Entry System

The DTC will act as securities depository for the DECS. The DECS will be
issued as fully-registered securities registered in the name of Cede & Co.,
DTC's partnership nominee. One fully-registered DECS certificate will be issued
for the DECS, in the total principal amount of this issue, and will be
deposited with DTC.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that persons who have accounts with DTC
("participants") deposit with DTC. DTC also facilitates the settlement among
participants of securities transactions in deposited securities through
electronic book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. "Direct
participants" include securities brokers and dealers, banks, trust companies
and clearing corporations. Indirect access to the DTC's book-entry system is
also available to others, such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
direct participant, either directly or indirectly. These persons are "indirect
participants." The rules applicable to DTC and its participants are on file
with the SEC.

Purchases of the DECS under the DTC system must be made by or through direct
participants, which will receive a credit for the DECS on DTC's records.
Ownership of beneficial interests in each DECS is in turn to be recorded on the
direct and indirect participants' records. Owners of beneficial interests will
not receive written confirmation from DTC of their purchase, but we expect
owners of beneficial interests to receive written confirmations providing
details of the transaction, as well as periodic statements of their holdings,
from the direct or indirect participant through which they entered into the
transaction. Transfers of ownership interests in the DECS will be accomplished
by entries made on the books of participants acting on behalf of owners of
beneficial interests. Owners of beneficial interests will not receive
certificates representing their ownership interests in the DECS, unless DTC
discontinues use of the book-entry system for the DECS.

To facilitate subsequent transfers, all DECS that participants deposit with
DTC are registered in the name of Cede & Co. The deposit of the DECS with DTC
and their registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual owners of beneficial interests in
the DECS; DTC's records reflect only the identity of the direct participants to
whose accounts such DECS are credited. These direct participants may or may not
be the owners of beneficial interests. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants,
by direct participants to indirect participants, and by direct participants to
owners of beneficial interests will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to the DECS.
Under its usual procedures, DTC mails an Omnibus Proxy to the issuer of
securities as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those direct participants to whose
accounts the securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

Principal and interest payments on the DECS will be made to Cede & Co. DTC's
practice is to credit direct participants' accounts, upon DTC's receipt of
funds and corresponding detail information from us, on the payable date in
accordance with their respective holdings shown on DTC's records. Payments by
participants to owners of beneficial interests will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name,"
and will be the responsibility of such participant. Payment of principal and
interest to Cede & Co. is our responsibility.

S-24
<PAGE>

Disbursement of these payments to direct participants is the responsibility of
DTC. Disbursement of these payments to owners of beneficial interests will be
the responsibility of direct and indirect participants.

DTC may discontinue providing its services as securities depository with
respect to the DECS at any time by giving us reasonable notice. If this occurs
and we do not obtain a successor securities depository, we are required to
print and deliver DECS certificates.

We may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor securities depository). If we so decide, we will
print and deliver DECS certificates.

We have obtained the information in this section concerning DTC and DTC's
book-entry system from sources that we believe to be reliable, but we take no
responsibility for its accuracy.

Same-Day Funds Settlement System and Payment

Settlement for the DECS will be made by the underwriters in immediately
available funds. We will make all payments of principal and interest on the
DECS in immediately available funds.

The DECS will trade in DTC's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the DECS will therefore be required by
DTC to settle in immediately available funds. We can give no assurance as to
the effect, if any, of settlement in immediately available funds on trading
activity in the DECS.

Regarding the Trustee

We maintain banking relationships in the ordinary course of business with the
trustee.

S-25
<PAGE>

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain of the material U.S. federal income
tax consequences that may be relevant to you if you are a beneficial owner of a
DECS who is

. a citizen or resident of the United States,

. a corporation, partnership or other entity created or organized under the
laws of the United States,

. an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or

. a trust that is a United States person for U.S. federal income tax
purposes, or (any of the foregoing, a "U.S. person").

This summary is based on U.S. federal income tax laws, regulations, rulings
and decisions in effect as of the date of this prospectus supplement, all of
which are subject to change at any time (possibly with retroactive effect). As
the law is technical and complex, the discussion below necessarily represents
only a general summary.

This summary addresses the U.S. federal income tax consequences to you if you
are an initial holder of the DECS, who purchase the DECS at par and who will
hold the DECS and, if applicable, the Devon common stock as capital assets.
This summary does not address all aspects of federal income taxation that may
be relevant to you in light of your individual investment circumstances or if
you are subject to special treatment under the U.S. federal income tax laws,
such as dealers in securities or foreign currency, financial institutions,
insurance companies, tax-exempt organizations and taxpayers holding the DECS as
part of a "straddle," "hedge," "conversion transaction," "synthetic security,"
or other integrated investment. Moreover, the effect of any applicable state,
local or foreign tax laws is not discussed.

No statutory, judicial or administrative authority directly addresses the
characterization of the DECS or instruments similar to the DECS for U.S.
federal income tax purposes. As a result, significant aspects of the U.S.
federal income tax consequences of an investment in the DECS are not certain.
No ruling is being requested from the Internal Revenue Service (the "IRS") with
respect to the DECS and no assurance can be given that the IRS will agree with
the conclusions expressed herein. Accordingly, you should consult your tax
advisor in determining the tax consequences of an investment in the DECS,
including the application of state, local or other tax laws and the possible
effects of changes in federal or other tax laws.

Pursuant to the terms of the indenture, Kerr-McGee and you will be obligated
(in the absence of an administrative determination or judicial ruling to the
contrary) to characterize the DECS for all tax purposes as a forward purchase
contract to purchase Devon common stock at maturity (including as a result of
acceleration or otherwise). Under the terms of this forward purchase contract:

. at the time of issuance of the DECS you deposit irrevocably with us a
fixed amount of cash equal to the purchase price of the DECS to assure
the fulfillment of your purchase obligation described below, which
deposit will unconditionally and irrevocably be applied at maturity to
satisfy such obligation;

. until maturity we will be obligated to pay interest on such deposit at a
rate equal to the stated rate of interest on the DECS as compensation to
the holder for our use of such cash deposit during the term of the DECS;
and

. at maturity such cash deposit unconditionally and irrevocably will be
applied by us in full satisfaction of your obligation under the forward
purchase contract, and we will deliver to the holder the number of shares
of Devon common stock that the holder is entitled to receive at that time
pursuant to the terms of the DECS (subject to our right to deliver cash
in lieu of the Devon common stock). (You should note that cash proceeds
of this offering will not be segregated by us during the term of the
DECS, but instead will be commingled with our other assets and applied in
a manner consistent with the "Use of Proceeds" discussion above.)

S-26
<PAGE>

Consistent with the above characterization, amounts paid to us in respect of
the original issue of a DECS will be treated as allocable in their entirety to
the amount of the cash deposit attributable to such DECS and amounts
denominated as interest that are payable with respect to the DECS will be
characterized as interest payable on the amount of such deposit, includible
annually in your income as interest income in accordance with your method of
accounting. Your tax basis in a DECS generally will equal your cost for the
DECS. Upon the sale or other taxable disposition of a DECS, you generally will
recognize capital gain or loss equal to the difference between the amount
realized on the sale or other taxable disposition and your tax basis in the
DECS. Such gain or loss generally will be long-term capital gain or loss if you
held the DECS for more than one year at the time of disposition. If we deliver
Devon common stock at maturity, you will recognize no gain or loss on the
purchase of the Devon common stock by application of the monies received by us
in respect of the DECS. You will have a tax basis in Devon common stock
purchased equal to your tax basis in the DECS (less the portion of the tax
basis in the DECS allocable to any fractional interest in Devon common stock,
as described in the next sentence). You will recognize short-term capital gain
or loss with respect to cash received in lieu of a fractional interest in Devon
common stock. This amount equals the difference between the cash received and
the portion of the tax basis in the DECS allocable to the fractional interest
in Devon common stock (based on the relative number of fractional interests in
Devon common stock and full interests in Devon common stock delivered to you).
If at maturity we pay the DECS in cash, you will recognize capital gain or loss
equal to any difference between the amount of cash received from us and your
tax basis in the DECS at that time. Such gain or loss generally will be long-
term capital gain or loss if you held the DECS for more than one year at
maturity.

Notwithstanding our and your contractual obligation to treat the DECS in
accordance with the above characterization, there can be no assurance that the
IRS will accept, or that a court will uphold, this characterization. The
documentation of the DECS as our unsecured debt obligations suggests that the
IRS might seek to apply to the DECS the Treasury regulations governing
contingent payment debt instruments (the "Contingent Payment Regulations"). If
the IRS were successful in doing this, then, among other matters,

. gain realized by a holder on the sale or other taxable disposition of a
DECS (including as a result of payments made at maturity) would be
characterized as ordinary income, rather than as capital gain, and

. a U.S. Holder would recognize ordinary income, or ordinary or capital
loss (as the case may be, under the rules summarized in the following
paragraph), on the receipt of Devon common stock rather than capital gain
or loss upon the ultimate sale or other taxable disposition of Devon
common stock.

The Contingent Payment Regulations are complex, but very generally apply the
original issue discount rules of the Internal Revenue Code to a contingent
payment debt instrument by requiring that original issue discount be accrued
every year at a "comparable yield" for the issuer of the instrument, determined
at the time of issuance of the obligation. In addition, the Contingent Payment
Regulations require that a projected payment schedule, which results in this
"comparable yield," be determined, and that adjustments to income accruals be
made to account for differences between actual payments and projected
contingent payments. If the Contingent Payment Regulations were to apply to the
DECS and the comparable yield exceeded the interest actually paid on the DECS,
you would recognize ordinary interest income in excess of the cash you receive,
and such excess would increase your tax basis in the debt instrument. If the
comparable yield were lower than the cash received, however, you would
recognize ordinary interest income that is less than the cash received, and
your tax basis in the contingent payment debt instrument would be
correspondingly reduced. Any gain you realized on the sale, exchange or
redemption of a contingent payment debt instrument would be treated as ordinary
income. Any loss you realized on the sale, exchange or redemption would be
treated as ordinary loss to the extent your original issue discount inclusions
with respect to the DECS exceed prior reversals of such inclusions required by
the adjustment mechanism described above. Any loss realized in excess of such
amount generally would be treated as a capital loss.

Even if the Contingent Payment Regulations do not apply to the DECS it is
possible that the IRS could seek to characterize the DECS in a manner that
results in tax consequences to you different from those reflected in the
indenture and described above. Under alternative characterizations of the DECS,
it is possible, for

S-27
<PAGE>

example, that a DECS could be treated as including a debt instrument and a
forward contract, a prepaid forward contract, or two or more options. Under
these alternative characterizations, the timing and character of income could
differ substantially.

Proposed legislation currently under consideration in Congress would (if
enacted into law in its current form) recharacterize some or all of the net
long-term capital gain arising from certain "constructive ownership"
transactions entered into after July 11, 1999 as ordinary income, and would
impose additional tax in the nature of an interest charge on any such ordinary
income. The proposed legislation would have no immediate application to forward
contracts in respect of the stock of an operating company, including the DECS
transaction. The proposed legislation would, however, grant discretionary
authority to the U.S. Treasury Department to promulgate regulations to expand
the scope of "constructive ownership" transactions to include forward contracts
in respect of the stock of an operating company. The proposed legislation
separately would direct the Treasury to promulgate regulations excluding from
the scope of the legislation a forward contract that does not convey
"substantially all" of the economic return on an underlying asset (which
category could be argued to include the DECS transaction). Even if the proposed
legislation were to apply to the DECS transaction, it would have no material
effect.

It is not possible to predict whether legislation addressing constructive
ownership transactions will be enacted by Congress, the form or effective date
of any such legislation, or the form or effective date that any Treasury
regulations promulgated thereunder might take.

Non-United States Persons

If you are not a U.S. person, payments made with respect to the DECS should
not be subject to the withholding of U.S. federal income tax, provided that you
comply with applicable certification requirements. Any capital gain realized
upon the sale or other disposition of the DECS by you will generally not be
subject to U.S. federal income tax if such gain is not effectively connected
with a U.S. trade or business of you and, if you are an individual, you are not
present in the United States for 183 days or more in the taxable year of the
sale or other disposition.

Backup Withholding and Information Reporting

You may be subject to information reporting and to backup withholding at a
rate of 31 percent of certain amounts paid to you unless you provide proof of
an applicable exemption or a correct taxpayer identification number and
otherwise comply with applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax. Rather, any amounts withheld from
a payment to you under the backup withholding rules are allowed as a refund or
credit against your U.S. federal income tax liability, provided the required
information is furnished to the IRS.

LEGAL MATTERS

Certain legal matters with respect to the DECS will be passed upon for us by
Simpson Thacher & Bartlett and for the underwriters by Cleary, Gottlieb, Steen
& Hamilton.

FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus include forward-
looking statements. We have based these forward-looking statements on our
current expectations and projections about future events.

S-28
<PAGE>

These forward-looking statements are not guarantees of our future performance
and are subject to risks, uncertainties, and assumptions about Kerr-McGee,
including, among other things:

. the success of the oil and gas exploration and production program,

. acceptance of consumer products for which our chemical business supplies
raw materials, and

. general economic conditions and other risks discussed in our SEC filings.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties, and assumptions, the forward-looking
events discussed in this prospectus supplement and the accompanying prospectus
might not occur.

WHERE YOU CAN FIND MORE INFORMATION

The SEC permits us to provide you with certain information by incorporating
it by reference. The information incorporated by reference is an important part
of this prospectus supplement, and information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 until we sell all of the DECS.

. Our Annual Report on Form 10-K for the year ended December 31, 1998.

. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999.

. Our Form 8-K filed January 19, 1999.

. Our Form 8-K/A filed January 26, 1999.

. Our Form 8-K filed February 26, 1999.

. Our Form 8-K filed March 11, 1999.

. Our Form 8-K filed April 30, 1999.

. Our Form 8-K filed May 12, 1999.

. Our Form 8-K filed June 4, 1999.

. Our Form 8-K/A filed July 16, 1999.

. Our Form S-4 filed January 27, 1999.

You can get a free copy of any of the documents incorporated by reference by
making an oral or written request directed to:

Investor Relations
Kerr-McGee Corporation
P.O. Box 25861
Oklahoma City, Oklahoma 73125
Telephone (405) 270-3125

S-29
<PAGE>

SUPPLEMENTAL PLAN OF DISTRIBUTION

Subject to the terms and conditions set forth in the underwriting agreement
dated the date hereof, we have agreed to sell to the underwriters for this
offering, and the underwriters have severally agreed to purchase, the number of
DECS set forth opposite the name of such underwriters below:

<TABLE>
<CAPTION>
Underwriters Number of DECS
------------ --------------
<S> <C>
Salomon Smith Barney Inc......................................
Credit Suisse First Boston Corporation........................
ABN AMRO Incorporated.........................................
Lehman Brothers Inc...........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.........................................
-----
Total.......................................................
=====
</TABLE>

The underwriters, for whom Salomon Smith Barney Inc., Credit Suisse First
Boston Corporation, ABN AMRO Incorporated, Lehman Brothers Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, have
advised us that they propose to offer some of the DECS directly to the public
initially at the public offering price set forth on the cover page of this
prospectus supplement and some of the DECS to certain securities dealers at a
discount from the public offering price of up to $ per DECS. Any such
securities dealers may resell any DECS purchased from the underwriters to other
brokers or dealers at a discount from the public offering price of up to $ per
DECS. If all of the DECS are not sold at the initial offering price, the
underwriters may change the offering price and other selling terms.

We have agreed not to offer, sell, contract to sell, or otherwise dispose of
(or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or
effective economic disposition due to cash settlement or otherwise) by us or
our affiliates or any person in privity with us or any of our affiliates)
directly or indirectly, including the filing (or participation in the filing)
of a registration statement with the Commission in respect of, any debt
securities issued or guaranteed by us or publicly announce an intention to
effect any such transaction, for a period of 7 days after the date of the
underwriting agreement without the prior written consent of Salomon Smith
Barney Inc.

Devon and New Devon have agreed not to offer, sell, contract to sell, or
otherwise dispose of (or enter into any transaction which is designed to, or
might reasonably be expected to, result in the disposition (whether by actual
disposition or effective economic disposition due to cash settlement or
otherwise) by Devon or New Devon or any of their affiliates or any person in
privity with them or any of their affiliates) directly or indirectly, including
the filing (or participation in the filing) of a registration statement with
the SEC in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Exchange Act, any shares of common stock or any securities
convertible into, or exchangeable for, or warrants to acquire shares of common
stock (other than the shares sold in connection with the offering of the DECS)
or announce an intention to effect any such transaction, on or prior to the
lockup termination date (as described below) without the prior written consent
of Salomon Smith Barney Inc., which consent will not be unreasonably withheld;
provided, however, that

. Devon or New Devon may publicly announce and discuss its intention to
offer up to $500 million of shares of its capital stock or securities
convertible into, or exchangeable for, or warrants to acquire shares of
such capital stock and register and offer such securities;

. New Devon may issue shares of its common stock to (1) shareholders of
PennzEnergy in the merger and (2) shareholders of Devon in the proposed
merger of Devon Oklahoma Corporation with Devon in connection with the
merger;

S-30
<PAGE>

. Devon or any of its affiliates may offer shares of capital stock, or any
securities convertible into, or exchangeable for, or warrants to acquire
shares of such capital stock, to any owner of any business or assets
acquired or proposed to be acquired by it or any of its affiliates as
consideration for any such acquisition or proposed acquisition. However,
the securities issued for non-cash consideration will not exceed $250
million and, together with any securities issued for cash, will not
exceed $500 million prior to the lockup termination date;

. Devon or New Devon may issue shares of common stock in connection with
any exchange of Devon's Northstar exchangeable shares; and

. Devon, New Devon, PennzEnergy or any of their respective affiliates may
issue shares of capital stock pursuant to (1) any stock option plan,
equity-incentive plan, stock purchase plan or dividend reinvestment plan
existing as of July 14, 1999, or as contemplated by the merger agreement
with PennzEnergy, or (2) any security convertible into or exercisable or
exchangeable for any such capital stock outstanding as of July 14, 1999.

The "lockup termination date" shall be the earlier of (1) the 45th day after
the date of the underwriting agreement or (2) if the registration statement
filed with respect to the Devon common stock offered by this prospectus is
declared effective by the SEC on or prior to August 2, 1999, September 6, 1999,
or (3) if, at Kerr-McGee's request, Devon does not (a) file such registration
statement with the SEC on or prior to July 16, 1999, or (b) on or prior to July
22, 1999, request the SEC to declare effective such registration statement,
September 6, 1999.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus supplement, to purchase up to an additional
1,298,348 DECS from us, at the same price per DECS as the initial DECS
purchased by the underwriters. The underwriters may exercise such option only
for the purpose of covering over-allotments, if any, in connection with the
DECS offering. If this option is exercised, each underwriter will be obligated,
subject to certain conditions, to purchase a number of additional DECS
approximately proportionate to such underwriter's initial purchase commitment.

The DECS will be a new issue of securities with no established trading
market. We have applied for the listing of the DECS on the NYSE, and the
underwriters intend to make a market in the DECS, subject to applicable laws
and regulations. However, the underwriters are not obligated to do so and may
discontinue any market-making at any time in their sole discretion without
notice. Accordingly, the underwriters cannot assure the liquidity of the market
for DECS.

In connection with this offering of DECS and Devon common stock, Salomon
Smith Barney Inc. on behalf of the underwriters may purchase and sell DECS and
Devon common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
amount of DECS than they are required to purchase from us, and in such case the
underwriters may purchase DECS in the open market following completion of the
offering to cover all or a portion of their short position. The underwriters
may also cover all or a portion of such short position in the DECS, up to
1,298,348 DECS, by exercising the underwriters' over-allotment option referred
to above. Stabilizing transactions consist of certain bids or purchases made
for the purpose of preventing or retarding a decline in the market price of the
DECS or the Devon common stock while this offering is in progress. In addition,
the underwriters may impose penalty bids. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the underwriters have repurchased DECS sold by or for
the account of that underwriter in stabilizing or short-covering transactions.
Any of the activities by the underwriters described in this paragraph may
stabilize, maintain or otherwise affect the market price of the DECS or the
Devon common stock. As a result, the price of the DECS or the Devon common
stock may be higher than the price that otherwise might exist in the open
market. The underwriters may effect these transactions on the NYSE, in the
over-the-counter market or otherwise. If these activities are commenced, they
may be discontinued by the underwriters at any time.

S-31
<PAGE>

The underwriting agreement provides that we and Devon will indemnify the
underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the underwriters may be required to
make in respect of such liabilities.

In the ordinary course of their respective businesses, certain of the
underwriters and their affiliates may have engaged in and may in the future
engage in commercial and investment banking transactions with us, Devon and our
and their respective affiliates, for which the underwriters and their
affiliates have received or may receive customary compensation.

S-32
<PAGE>

PROSPECTUS

$1,000,000,000

Kerr-McGee Corporation
[LOGO]

DEBT SECURITIES, PREFERRED STOCK,
COMMON STOCK, WARRANTS

----------------

The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer and sale is not permitted.

By this prospectus, we may offer up to $1,000,000,000 of debt securities,
preferred stock, common stock and warrants on terms to be determined at the
time of sale. We will provide more specific information regarding these
securities in supplements to this prospectus. You should read this prospectus,
particularly the Risk Factors beginning on page 4, and any supplement carefully
before investing.

----------------

THESE SECURITIES HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES COMMISSION, NOR HAVE THOSE ORGANIZATIONS
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is May 24, 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
About This Prospectus...................................................... 3
Where You Can Find Information............................................. 3
Risk Factors............................................................... 4
The Company................................................................ 5
Use Of Proceeds............................................................ 6
Ratio Of Earnings To Fixed Charges And Ratio Of Earnings To Combined Fixed
Charges And Preferred Stock Dividend Requirements......................... 6
Description Of Debt Securities............................................. 6
Description Of Preferred Stock............................................. 12
Description Of Common Stock................................................ 14
Description Of Warrants.................................................... 15
Plan of Distribution....................................................... 16
Legal Matters.............................................................. 16
Experts.................................................................... 16
</TABLE>

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ABOUT THIS PROSPECTUS

This prospectus (the "Prospectus") is part of a Registration Statement that
we filed with the Securities and Exchange Commission (the "SEC") utilizing a
shelf registration process. Under this shelf process, we may sell the unsecured
Debt Securities, Preferred Stock, Common Stock and Warrants (the "Offered
Securities") described in this Prospectus in one or more offerings up to a
total dollar amount of $1,000,000,000. This Prospectus provides you with a
general description of the Offered Securities we may offer. Each time we sell
Offered Securities, we will provide a prospectus supplement (the "Prospectus
Supplement") that will contain specific information about the terms of that
offering. The Prospectus Supplement may also add, update or change information
contained in this Prospectus. You should read both this Prospectus and any
Prospectus Supplement together with additional information described below
under "Where You Can Find Information".

WHERE YOU CAN FIND INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any materials on file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549. Our filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. Please call the SEC at 1-
800-SEC-0330 for further information on the Public Reference Room.

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this Prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities.

(a) Our Annual Report on Form 10-K for the year ended December 31, 1998.

(b) Our Form 8-K filed January 19, 1999.

(d) Our Form 8-K filed February 26, 1999.

(e) Our Form 8-K filed March 11, 1999.

(f) Our Form S-4 filed January 27, 1999.

(g) Our Form 8-K filed April 30, 1999.

(h) Our Form 8-K filed May 12, 1999.

(i) Our Form 10-Q filed May 14, 1999.

You can get a free copy of any of the documents incorporated by reference by
making an oral or written request directed to:

Investor Relations
Kerr-McGee Corporation
P. O. Box 25861
Oklahoma City, Oklahoma 73125
Telephone (405) 270-3125

You should rely only on the information contained or incorporated in this
Prospectus or any supplement. We have not authorized anyone else to provide you
with different information. You should not rely on any

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other representations. Our affairs may change after this Prospectus or any
supplement is distributed. You should not assume that the information in this
Prospectus or any supplement is accurate as of any date other than the date on
the front of those documents. You should read all information supplementing
this Prospectus.

RISK FACTORS

You should carefully consider the information contained in this Prospectus
and the following factors, among others, before purchasing the Offered
Securities.

Merger-Related Risks

The merger between Oryx Energy Company ("Oryx") and us described below under
the "Recent Developments" section involves the integration of two companies
that have previously operated independently. The workforce is being combined
and reduced, offices are being consolidated and some employees are relocating
as part of this process. We expect that the combined company will, as a result
of its increased size and requirements, be able to consolidate its purchasing
and obtain more favorable prices from suppliers. However, its ability to do so
may be limited by changes in the purchasing power or practices of its
competitors and other market dynamics.

There is no assurance that the two companies will be able to integrate their
operations without encountering difficulties or experiencing the loss of key
employees, or that the cost savings and synergies expected from such
integration will be realized.

Effects of Volatile Product Prices and Markets

The results of operations of the company resulting from the combination of
Kerr-McGee and Oryx are highly dependent upon the prices of and demand for oil
and gas. Historically, the markets for oil and gas have been volatile and are
likely to continue to be volatile in the future. Accordingly, the prices
received by the combined company for its oil and gas production are dependent
upon numerous factors which will be beyond its control. These factors include,
but are not limited to, the level of ultimate consumer product demand,
governmental regulations and taxes, the price and availability of alternative
fuels, the level of imports and exports of oil and gas, and the overall
economic environment. Any significant decline in prices for oil and gas could
have a material adverse effect on the combined company's financial condition,
results of operations and quantities of reserves recoverable on an economic
basis. Should the industry experience significant price declines or other
adverse market conditions, the combined company may not be able to generate
sufficient cash flow from operations to meet its obligations and make planned
capital expenditures. In order to manage its exposure to price risks in the
sale of its oil and gas, the combined company may from time to time enter into
commodities futures or option contracts to hedge a portion of its crude oil and
natural gas sales volume, although we do not currently do so. Any such hedging
activities may prevent the combined company from realizing the benefits of
price increases above the levels reflected in such hedges.

Failure to Fund Continued Capital Expenditures Could Adversely Affect
Properties

If revenues of the combined company substantially decrease as a result of
lower oil and gas prices or otherwise, the combined company may have limited
ability to spend the capital necessary to replace its reserves or to maintain
production at current levels, resulting in a decrease in production over time.

We expect that the combined company will continue to make capital
expenditures for the acquisition, exploration and development of oil and gas
reserves. Historically, each company financed these expenditures primarily with
cash flow from operations and proceeds from debt and equity financings, asset
sales and sales of partial interests in foreign concessions. We believe that,
after considering the amount of the combined company's debt, the combined
company will have sufficient cash flow from operations, available drawings

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under its credit facilities and other debt financings to fund capital
expenditures. However, if the combined company's cash flow from operations is
not sufficient to satisfy its capital expenditure requirements, there can be no
assurance that additional debt or equity financing or other sources of capital
will be available to meet these requirements. If the combined company is not
able to fund its capital expenditures, its interests in some of its properties
may be reduced or forfeited.

Costs of Environmental Liabilities and Regulation Could Exceed Estimates

The combined company's current and former operations involve management of
regulated materials and are subject to various environmental laws and
regulations. These laws and regulations will obligate the combined company to
clean up various sites at which petroleum, chemicals, low-level radioactive
substances or other regulated materials have been disposed of or released. Some
of these sites have been designated Superfund sites by the U.S. Environmental
Protection Agency pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980. The combined company is also a party to
legal proceedings involving environmental matters pending in various courts or
agencies.

It is not possible for the companies to reliably estimate the amount and
timing of all future expenditures related to environmental matters because of:

. the difficulty of estimating clean up costs;

. the uncertainty in quantifying liability under environmental laws that
impose joint and several liability on all potentially responsible
parties; and

. the continually changing nature of environmental laws and regulations.

Although we believe that the combined company has established appropriate
reserves for clean up costs, due to the above-noted uncertainties, the combined
company could be required to record additional reserves in the future.

THE COMPANY

Kerr-McGee is an energy and chemical company with worldwide operations. It
explores for, develops, produces and markets crude oil and natural gas and its
chemical operations primarily produce and market titanium dioxide pigment.

Recent Developments

We have entered into a strategic combination with Oryx which creates the
fourth largest independent, nonintegrated oil and gas exploration and
production company based in the United States. The merger was completed on
February 26, 1999, upon the approval of the Shareholders of both companies. The
combined company retained the name Kerr-McGee Corporation, with executive
headquarters located in Oklahoma City, Oklahoma, and exploration and production
headquarters located in Houston, Texas.

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USE OF PROCEEDS

We will use the proceeds we receive from selling these Offered Securities to
pay off outstanding debt or for other general corporate purposes. General
corporate purposes may include capital expenditures, acquisitions, or any other
purposes that may be stated in the supplements. The proceeds may be invested
temporarily until they are used for their stated purpose.

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividend Requirements

The ratio of earnings to fixed charges for each of the periods indicated is
as follows(1):

<TABLE>
<CAPTION>
Supplemental
Years Ended December 31 Ratio for
------------------------------------------------------------------- 1998(2) &
1994 1995(2) 1996 1997 1998(2) (3)
---- ------- ---- ---- ------- ------------
<S> <C> <C> <C> <C> <C>
1.6 -- 4.7 4.8 -- --
</TABLE>
- --------
(1) As of March 31, 1999, we had no outstanding preferred stock. Therefore,
unless otherwise stated in the Prospectus Supplement, the ratio of earnings
to fixed charges and the ratio of earnings to combined fixed charges and
preferred stock dividend requirements will be the same.

(2) Earnings were inadequate to cover fixed charges by $121 million in 1995,
$387 million in 1998 and $549 million for the 1998 Supplemental Ratio.

(3) The Supplemental 1998 ratio of earning to fixed charges is provided to show
the effect of the consummation of the merger between Kerr-McGee and Oryx.

For purposes of computing the ratios, the earnings calculation is: income
from continuing operations + income taxes + fixed charges - capitalized
interest. Fixed charges calculation is: all interest + interest factor of
rental expense. The ratio of earnings to fixed charges was less than 1.0 for
the years ended December 31, 1995 and December 31, 1998.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the Debt Securities summarizes
certain general terms that will apply to the Debt Securities. The description
is not complete, and we refer you to the Indenture, a copy of which is an
exhibit to the Registration Statement of which this Prospectus is a part. For
your reference, in several cases below we have noted the section in the
Indenture that the paragraph summarizes. Capitalized items have the meanings
assigned to them in the Indenture. The referenced sections of the Indenture and
the definitions of capitalized terms are incorporated by reference in the
following summary.

The Debt Securities will be issued under an Indenture dated as of August 1,
1982 and supplemented by the First Supplemental Indenture dated October 21,
1997 (the "Indenture") between Kerr-McGee and Citibank, N.A. ("Citibank"). The
Indenture is incorporated by reference as an exhibit to the Registration
Statement filed with the SEC. This summary of the Indenture is qualified by
reference to the Indenture. You should refer to the Indenture in addition to
reading this summary. The summary is not complete and is subject to the
specific terms of the Indenture.

General

Under the Indenture, we can issue an unlimited amount of Debt Securities.
The following amounts of Debt Securities are currently outstanding under the
Indenture:

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$150,000,000 -- 6.625% Notes due
October 15, 2027
$150,000,000 -- 7.125% Debentures due
October 15, 2027

Each time that we issue a new series of Debt Securities, the supplement
relating to that new series will specify the terms of those Debt Securities,
including:

. Designation, amount and denominations.

. Percentage of principal amount at which Debt Securities will be issued.

.Maturity date.

. Annual interest rate and payment dates.

. Terms and conditions of exchanging or converting Debt Securities for
other securities.

. Redemption terms.

. Whether the Debt Securities will be senior, senior subordinated or
subordinated.

Payments relating to the Debt Securities generally will be paid at
Citibank's corporate trust office. However, we may elect to pay interest by
mailing checks directly to the registered holders of the Debt Securities. You
can transfer your Debt Securities at Citibank's corporate trust office.

Ranking

Unless otherwise described in the Prospectus Supplement for any series, the
Debt Securities will be unsecured and will rank on a parity with all of our
other unsecured and unsubordinated indebtedness.

We will issue the Debt Securities in registered form without coupons. You
can transfer or exchange your Debt Securities without a service charge, but we
may require advance payment of any tax or other governmental transfer or
exchange charge.

Definitions

The covenants in the Indenture, which we summarize below, use the following
terms:

. SUBSIDIARY: A corporation of which we own a majority of the voting stock
either directly or indirectly. (Section 101)

. RESTRICTED SUBSIDIARY: Any subsidiary which we designate as a Restricted
Subsidiary or which owns or leases any Principal Property (see the next
definition). The term does not include a subsidiary if its principal
business is leasing assets, financing the sale of products or holding
the securities of other subsidiaries. (Section 101)

. PRINCIPAL PROPERTY: Any Company-owned U.S. mineral property capable of
producing in paying quantities and any manufacturing plant owned by us
in the U.S. (including the land and fixtures), unless our Board of
Directors feels that the property or plant is not material to our total
business. The term does not include any facility acquired to control or
abate air, water, noise, odor, or other pollution, or facilities
financed through industrial revenue bonds or similar financing. (Section
101)

. CONSOLIDATED NET TANGIBLE ASSETS: The total amount of assets on our
consolidated balance sheet and the balance sheets of our Restricted
Subsidiaries, less any reserves and after deducting: (1) current
liabilities and (2) goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other intangibles. (Section
101)

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. FUNDED DEBT: Money borrowed or debt evidenced by bonds or debentures, or
agreements having a maturity of more than one year (or less than one year
but which is renewable after that year at the borrower's option).
(Section 101)

.DEBT: Notes, bonds, debentures or other similar documents indicating
indebtedness. (Section 1008)

.MORTGAGE: A pledge, mortgage or other lien securing a debt. (Section 1008)

Certain Covenants

The Indenture includes the following covenants. These covenants use certain
terms that are defined above. The covenants for a series of Debt Securities
may differ from those described below. If they do, this will be described in
the supplement to this prospectus relating to that series.

Restrictions on Secured Debt

After the date of the Indenture, if we incur or guarantee a debt secured by
either a mortgage on any of our Principal Property or on a Restricted
Subsidiary's stock or debt, we will secure the Debt Securities on the same
basis, unless the amount of the new debt plus the value of all sale and
leaseback transactions involving Principal Properties would not exceed 5% of
Consolidated Net Tangible Assets. The restrictions do not apply to debt
secured by the following:

. Mortgages on our property or the property of a Restricted Subsidiary,
which existed on the date of the Indenture.

. Mortgages on the property, stock or debt of a corporation that existed
when the corporation became a Restricted Subsidiary.

. Mortgages on the property of a Restricted Subsidiary, which only secures
indebtedness owed by the Subsidiary to another Restricted Subsidiary or
us.

. Mortgages in favor of governmental bodies to secure progress, advance or
other payments.

. Mortgages on acquired property, stock or debt which existed at the time
of the acquisition (including acquisition through merger or
consolidation) and certain purchase money and construction mortgages.

. Mortgages on our property or the property of a Restricted Subsidiary to
secure payment of the costs of operations increase the production and
disposition of minerals from the property or indebtedness incurred to
provide funds for such purposes.

. Any extension, renewal or refunding of the foregoing.

The listed debt will be excluded when computing our secured debt.

The restrictions will not apply to sale and leaseback transactions if the
proceeds are applied to the retirement of Funded Debt. Secured debt will not
be deemed to be created by the transfer of an interest in property in the form
commonly referred to as a "production payment". (Sections 1008 and 1009)

Restrictions on Sales and Leasebacks

We may not enter into any sale and leaseback transaction involving any
Principal Property after the date of the Indenture unless:

. The sale or transfer occurs within 120 days after construction is
complete and the Principal Property is fully operational.

. We could mortgage the property under Section 1008 of the Indenture for an
amount equal to the proceeds of the sale and leaseback transaction
without securing the Debt Securities on the same basis.

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. We use an amount equal to the market value of the Principal Property
being leased to retire Funded Debt within 120 days. This restriction will
not apply to any sale and leaseback transaction between us (or a
Restricted Subsidiary) and a Restricted Subsidiary, or involving the
taking back of a lease for a period of less than three years. (Section
1009)

Merger and Consolidation

The Indenture generally permits a consolidation or merger between Kerr-McGee
and another corporation. It also permits the sale by Kerr-McGee of all or
substantially all of our property and assets. If this happens, the resulting or
acquiring corporation will assume all of our responsibilities and liabilities
under the Indentures. If the resulting or acquiring corporation has outstanding
Debt secured by a Mortgage on any Principal Property, or shares of stock of a
Restricted Subsidiary, the Debt Securities will be equally and ratably secured
with (or prior to) the Debt secured by such Mortgage. This restriction will not
apply if the Mortgage could be created pursuant to Section 1008 of the
Indenture (see "Restrictions on Secured Debt" above) without equally and
ratable securing the Debt Securities. (Section 803)

Modification

Generally, our rights and obligations and the holders' rights may be
modified if the holders of 66-2/3% of the outstanding Debt Securities consent.
However, no modification or amendment may occur without the consent of the
affected holder of the Debt Security if that modification or amendment would do
any of the following:

. Change the stated maturity date of the principal of, or any installment
of interest on, any of the holder's Debt Security.

. Reduce the principal amount of, or the interest (or premium, if any) on,
the Debt Security (including in the case of a discounted Debt Security,
the amount payable upon acceleration of maturity or provable in
bankruptcy).

. Change the currency of payment of the Debt Security.

. Impair the right to institute suit for the enforcement of any payment on
the Debt Security or adversely affect the right of repayment, if any, at
the option of the holder.

. Reduce the percentage of holders of Debt Securities necessary to modify
or amend the Indenture.

A modification which changes a covenant or provision expressly included
solely for the benefit of holders of one or more particular series will not
affect the rights of holders of Debt Securities of any other series. (Section
902)

Kerr-McGee or Citibank may make modifications without the consent of the
Debt Securities holders in order to do the following:

. Evidence that another corporation has succeeded to Kerr-McGee and assumed
our obligations.

. Convey security for the Debt Securities to Citibank.

. Add covenants, restrictions or conditions for the protection of the Debt
Security holders.

. Provide for the issuance of Debt Securities in coupon form.

. Establish the form or terms of Debt Securities of any series.

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. Cure any ambiguity or correct any defect in the Indenture which does not
adversely affect the interests of a holder.

. Evidence the appointment of a successor trustee or more than one trustee.
(Section 901)

Events of Default

In the Indenture, an Event of Default means any one of the following:

. Failure to pay interest on a Debt Security for 30 days;

. Failure to pay principal and premium, if any, when due;

. Failure to pay sinking fund installment when due;

. Failure to perform any other covenant in the Indenture that continues for
60 days after receipt of notice; or

. Certain events in bankruptcy, insolvency or reorganization.

An Event of Default relating to one series of Debt Securities does not
necessarily constitute an Event of Default with respect to any other series
issued under the Indenture. If an Event of Default exists with respect to a
series of Debt Securities, Citibank or the holders of at least 25% of the
outstanding Debt Securities of that series (or of all the outstanding Debt
Securities in the case of defaults due to failure to perform a covenant in the
Indenture or certain events in bankruptcy, insolvency, or reorganization) may
declare the principal of that series (or of all outstanding Debt Securities, as
the case may be) due and payable.

Any Event of Default with respect to a particular series of Debt Securities
may be waived by the holders of a majority of the outstanding Debt Securities
of that series (or of all the outstanding Debt Securities as the case may be),
except for a failure to pay principal, premium or interest on the Debt
Security. (Sections 501, 502 and 508)

Citibank may withhold notice to the holders of the Debt Securities of any
default (except in payment of principal, premium, interest or sinking fund
payment) if Citibank thinks it is in the interest of the holders. (Section 602)

Subject to the specific duties that arise under the Indenture if an Event of
Default exists, Citibank is not obligated to exercise any of its rights or
powers under the Indenture at the request of the holders of the Debt
Securities, unless they provide reasonable indemnity. (Sections 601 and 603).
Generally, the holders of a majority of the outstanding Debt Securities can
direct the proceeding for a remedy available to Citibank or for exercising any
power conferred on Citibank as the trustee. (Section 508)

Trustee's Relationship with Issuer

Citibank has loaned us substantial amounts of money in the past and may
continue to do so. Citibank serves as a depository for us and performs other
services for us in the normal course of business. The Indenture provides that
we will indemnify Citibank against any loss, liability or expense incurred that
arises from the trust created by the Indenture unless the loss, liability or
expense results from Citibank's negligence or bad faith. (Section 607)

Global Securities

We may issue some of the Debt Securities as Global Securities that will be
deposited with a depository identified in the Prospectus Supplement. Global
Securities may be issued in either registered or bearer form and may be either
temporary or permanent. The Prospectus Supplement contains additional
information about depository arrangements.

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Registered Global Securities will be registered in the depositary's name or
in the name of its nominee. When we issue a Global Security, the depositary
will credit that amount of Debt Securities to the investors that have accounts
with the depository or its nominee. The underwriters or the Debt Security
holders' agent will designate the accounts to be credited, unless the Debt
Securities are offered and sold directly by Kerr-McGee, in which case, we will
designate the appropriate account to be credited.

Investors who have accounts with a depository, and people who have an
interest in those institutions, are the beneficial owners of Global Securities
held by that particular depository.

Kerr-McGee will not maintain records regarding ownership or the transfer of
Global Securities held by a depository or to nominee. If you are the beneficial
owner of Global Securities held by a depository, you must get information
directly from the depository.

As long as a depositary is the registered owner of a Global Security, that
depository will be considered the sole owner of the Debt Securities represented
by that Global Security. Except as set forth below, beneficial owners of Global
Securities held by a depository will not be entitled to:

. Register the represented Debt Securities in their names;

. Receive physical delivery of the Debt Securities; or

. Be considered the owners or holders of the Global Security under the
Indenture.

Payments on Debt Securities registered in the name of a depositary or its
nominee will be made to the depositary or its nominee. (Section 203)

When a depositary receives a payment, it must immediately credit the
accounts in amounts proportionate to the account holders' interests in the
Global Security. The beneficial owners of a Global Security should, and are
expected to, establish standing instructions and customary practices with their
investor that has an account with the depository, so that payments can be made
with regard to securities beneficially held for them, much like securities held
for the accounts of customers in bearer form or registered in "street name."

A Global Security can only be transferred in whole by the depository to a
nominee of such depository, or to another nominee of a depository. If a
depositary is unwilling or unable to continue as a depository and we do not
appoint a successor depository within ninety (90) days, we will issue Debt
Securities in exchange for all of the Global Securities held by that
depository. In addition, we may eliminate all Global Securities at any time and
issue Debt Securities in exchange for them. Further, we may allow a depository
to surrender a Global Security in exchange for Debt Securities on any terms
that are acceptable to us and the depositary. (Section 307)

If any of these events occur, we will execute and Citibank will authenticate
and deliver to the beneficial owners of the Global Security in question a new
registered security in an amount equal to and in exchange for that person's
beneficial interest in the exchanged Global Security. The depository will
receive a new Global Security in an amount equal to the difference, if any,
between the amount of the surrendered Global Security and the amount of Debt
Securities delivered to the beneficial owners. Debt Securities issued in
exchange for Global Securities will be registered in the same names and in the
same denominations as indicated by the depository's records and in accordance
with the instructions from its direct and indirect participants. (Section 307)

The laws of certain jurisdictions require some people who purchase
securities to actually take physical possession of those securities. The
limitations imposed by these laws may impair your ability to transfer your
beneficial interests in a Global Security.

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DESCRIPTION OF PREFERRED STOCK

General

Our Certificate of Incorporation (the "Charter") authorizes our Board of
Directors or a committee of our Board of Directors (the "Board of Directors")
to cause preferred stock to be issued in one or more series, without
stockholder action. The Board of Directors is authorized to issue up to
40,000,000 shares of preferred stock, $1 par value per share (Preferred Stock),
and can determine the number of shares of each series, and the rights,
preference and limitations of each series. We may amend the Charter to increase
the number of authorized shares of preferred stock in a manner permitted by the
Charter and the Delaware General Corporation Law.

The particular terms of any series of preferred stock being offered by us
under this shelf registration (the "Preferred Stock") will be described in the
Prospectus Supplement relating to that series of Preferred Stock. Those terms
may include:

. The number of shares of the series of Preferred Stock being offered;

. The title and liquidation preference per share of that series of the
Preferred Stock;

. The purchase price of the Preferred Stock;

. The dividend rate (or method for determining such rates);

. The dates on which dividends will be paid;

. Whether dividends on that series of Preferred Stock will be cumulative or
noncumulative and, if cumulative, the dates from which dividends shall
commence to accumulate;

. Any redemption or sinking fund provisions applicable to that series of
Preferred Stock;

. Any conversion provisions applicable to that series of preferred stock;

. Whether the Company has elected to offer Depositary Shares with respect
to that series of preferred stock; and

. Any additional dividend, liquidation, redemption, sinking fund and other
rights and restrictions applicable to that series of Preferred Stock.

If the terms of any series of Preferred Stock being offered differ from the
terms set forth herein, those terms will also be disclosed in the Prospectus
Supplement relating to that series of Preferred Stock. The following summary is
not complete. You should refer to the Certificate of Designations relating to
the series of the Preferred Stock for the complete terms of that Preferred
Stock. That Certificate of Designations will be filed with the SEC promptly
after the offering of the Preferred Stock.

The Preferred Stock will, when issued, be fully paid and nonassesable.
Unless otherwise specified in the Prospectus Supplement, in the event we
liquidate, dissolve or wind-up our business, each series of Preferred Stock
will have the same rank as to dividends and distributions as each other series
of the Preferred Stock we may issue in the future. The Preferred Stock will
have no preemptive rights.

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Dividend Rights

Holders of Preferred Stock of each series will be entitled to receive, when,
as and if declared by the Board of Directors, cash dividends at the rates and
on the dates set forth in the Prospectus Supplement. Dividend rates may be
fixed or variable or both. Different series of Preferred Stock may be entitled
to dividends at different dividend rates or based upon different methods of
determination. Each dividend will be payable to the holders of record as they
appear on the stock books of the Company on record dates determined by the
Board of Directors. Dividends on any series of the Preferred Stock may be
cumulative or noncumulative, as specified in the Prospectus Supplement. If the
Board of Directors fails to declare a dividend on any series of Preferred Stock
for which dividends are noncumulative, then the right to receive that dividend
will be lost, and we will have no obligation to pay the dividend for that
dividend period, whether or not dividends are declared for any future dividend
period.

No full dividends will be declared or paid on any series of Preferred Stock,
unless full dividends for the dividend period commencing after the immediately
preceding dividend payment date (and cumulative dividends still owing, if any)
have been or contemporaneously are declared and paid on all other series of
Preferred Stock which have the same rank as, or rank senior to, that Preferred
Stock. When those dividends are not paid in full, dividends will be declared
pro rata, so that the amount of dividends declared per share on that series of
Preferred Stock and on each other series of preferred stock having the same
rank as, or ranking senior to, that series of Preferred Stock will in all cases
bear to each other the same ratio that accrued dividends per share on that
series of Preferred Stock and the other preferred stock bear to each other. In
addition, generally, unless full dividends, including cumulative dividends
still owing, if any, on all outstanding shares of any series of Preferred Stock
have been paid, no dividends will be declared or paid on the Common Stock and
generally we may not redeem or purchase any Common Stock. No interest, or sum
of money in lieu of interest, will be paid in connection with any dividend
payment or payments which may be in arrears.

Unless otherwise described in the Prospectus Supplement, the amount of
dividends payable for each dividend period will be computed by annualizing the
applicable dividend rate and dividing by the number of dividend periods in a
year, except that the amount of dividends payable for the initial dividend
period or any period shorter than a full dividend period shall be computed on
the basis of a 360-day year consisting of twelve 30-day months and, for any
period less than a full month, the actual number of days elapsed in the period.

Rights Upon Liquidation

In the event we liquidate, dissolve or wind-up our affairs, either
voluntarily or involuntarily, the holders of each series of Preferred Stock
will be entitled to receive liquidating distributions in the amount set forth
in the Prospectus Supplement relating to each series of Preferred Stock, plus
an amount equal to accrued and unpaid dividends, if any, before any
distribution of assets is made to the holders of Common Stock. If the amounts
payable with respect to Preferred Stock of any series and any stock having the
same rank as that series of Preferred Stock are not paid in full, the holders
of Preferred Stock and of such other stock will share ratably in any such
distribution of assets in proportion to the full respective preferential
amounts to which they are entitled. After the holders of each series of
Preferred Stock and any stock having the same rank as the Preferred Stock are
paid in full, they will have no right or claim to any of our remaining assets.
Neither the sale of all or substantially all our property or business nor a
merger or consolidation by us with any other corporation will be considered a
dissolution, liquidation or winding up by us of our business or affairs.

Redemption

Any series of Preferred Stock may be redeemable, in whole or in part, at our
option. In addition, any series of Preferred Stock may be subject to mandatory
redemption pursuant to a sinking fund. The redemption provisions that may apply
to a series of Preferred Stock, including the redemption dates and the
redemption prices for that series, will be set forth in the Prospectus
Supplement.

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If a series of Preferred Stock is subject to mandatory redemption, the
Prospectus Supplement will specify the year we can begin to redeem shares of
the Preferred Stock, the number of shares of the Preferred Stock we can redeem
each year, and the redemption price per share. We may pay the redemption price
in cash, stock or in cash that we have received specifically from the sale of
our capital stock, as specified in the Prospectus Supplement. If the redemption
price is to be paid only from the proceeds of the sale of our capital stock,
the terms of the series of Preferred Stock may also provide that, if no such
capital stock is sold or if the amount of cash received is insufficient to pay
in full the redemption price then due, the series of Preferred Stock will
automatically be converted into shares of the applicable capital stock pursuant
to conversion provisions specified in the Prospectus Supplement.

If fewer than all the outstanding shares of any series of Preferred Stock
are to be redeemed, whether by mandatory or optional redemption, the Board of
Directors will determine the method for selecting the shares to be redeemed,
which may be by lot or pro rata or by any other method determined to be
equitable. From and after the redemption date, dividends will cease to accrue
on the shares of Preferred Stock called for redemption and all rights of the
holders of those shares (except the right to receive the redemption price) will
cease.

In the event that full dividends, including accrued but unpaid dividends, if
any, have not been paid on any series of Preferred Stock, we may not redeem
that series in part and we may not purchase or acquire any shares of that
series of Preferred Stock, except by any offer made on the same terms to all
holders of that series of Preferred Stock.

Voting Rights

Except as indicated in the Prospectus Supplement, or except as expressly
required by applicable law, the holders of Preferred Stock will not be entitled
to vote.

DESCRIPTION OF COMMON STOCK

As of the date of this prospectus, we are authorized to issue up to
300,000,000 shares of Common Stock. As of April 30, 1999, we had 86,372,748
shares of Common Stock issued.

The following summary is not complete. You should refer to the applicable
provisions of the Charter, including the Certificates of Designations pursuant
to which any outstanding series of Preferred Stock may be issued, and the
Delaware General Corporation Law for a complete statement of the terms and
rights of the Common Stock.

DIVIDENDS. Holders of Common Stock are entitled to receive dividends when,
as and if declared by the Board of Directors, out of funds legally available
for their payment (subject to the rights of holders of the preferred stock, if
any).

VOTING RIGHTS. Each holder of Common Stock is entitled to one vote per
share. Subject to the rights, if any, of the holder of any series of preferred
stock pursuant to applicable law or the provision of the Certificate of
Designations creating that series, all voting rights are vested in the holders
of shares of Common Stock.

RIGHTS UPON LIQUIDATION. In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of Common Stock will be
entitled to share equally in any of our assets available for distribution after
the payment in full of all debts and distributions and after the holders of all
series of outstanding preferred stock, if any, have received their liquidation
preferences in full.

RIGHTS AGREEMENT. We have adopted a Rights Agreement, which provides for the
issuance of a right (a "Kerr-McGee Right") to the holder of each of our shares
of Common Stock. If anyone acquires 15% or more of our outstanding Common Stock
(an "Acquiring Person"), each holder of the Kerr-McGee Right (other

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than the Acquiring Person) will be entitled to purchase additional shares of
Common Stock (or, in certain cases, other of our securities, or cash or other
property) having a current market value of two times the exercise price of
$215. Otherwise, prior to an Acquiring Person acquiring 50% or more of the
outstanding Common Stock, we may elect to issue a share of Common Stock in
exchange for each Kerr-McGee Right (other than Kerr-McGee Rights held by the
Acquiring Person). In addition, if we are acquired in a merger or other
business combination or 50% or more of our assets or earning power are sold,
each holder of a Kerr-McGee Right will be entitled to buy, at the exercise
price, common stock of the acquirer having a current market value of two times
the exercise price. At any time before there is an Acquiring Person, we can
redeem the Kerr-McGee Rights in whole, but not in part, for $0.01 per each
Kerr-McGee Right, or may amend the Rights Agreement in any way without the
consent of the holders of the Kerr-McGee Rights. We amended the Rights
Agreement so it was not triggered by the merger between us and Oryx.

MISCELLANEOUS. The issued and outstanding shares of Common Stock are fully
paid and nonassessable. Holders of shares of Common Stock are not entitled to
preemptive rights. Shares of Common Stock are not convertible into shares of
any other class of capital stock.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of Debt Securities, Preferred Stock
or Common Stock ("Warrants"). We may issue warrants independently or together
with other securities. Each series of Warrants will be issued under a separate
warrant agreement (a "Warrant Agreement") to be entered into between us and a
bank or trust company, as warrant agent. You should refer to the Warrant
Agreement relating to the specific Warrants being offered for the complete
terms of the Warrant Agreement and the Warrants.

Each Warrant will entitle the holder to purchase the principal amount of
Debt Securities, or the number of shares of Preferred Stock, or Common Stock at
the exercise price set forth in, or calculable as set forth in, the Prospectus
Supplement. The exercise price may be subject to adjustment upon the occurrence
of certain events, as set forth in the Prospectus Supplement. After the close
of business on the expiration date of the Warrant, unexercised Warrants will
become void. The place or places where, and the manner in which, Warrants may
be exercised shall be specified in the Prospectus Supplement.

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PLAN OF DISTRIBUTION

We may sell the Offered Securities through underwriters, dealers or agents,
or we may sell directly to one or more purchasers. The Prospectus Supplement
names any underwriters, states the purchase price and the proceeds received by
us, any underwriting discounts and other items constituting underwriters'
compensation, the initial public offering price, any discounts or concessions
to dealers, and any securities exchanges on which the Offered Securities may be
listed.

If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account. The underwriters may resell
the Offered Securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Offered Securities may be offered through an
underwriting syndicate represented by many underwriters. The obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the Offered
Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.

These Offered Securities may be sold directly by us or through agents. Any
agent will be named, and any commissions payable to that agent will be set
forth in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any agent will be acting on a best efforts basis.

We may authorize agents, underwriters or dealers to solicit offers by
specified institutions to purchase Offered Securities pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in
the future. These contracts will be subject only to those conditions set forth
in the Prospectus Supplement. The Prospectus Supplement will set forth the
commission payable for soliciting such contracts.

We may agree to indemnify underwriters, dealers or agents against certain
civil liabilities, including liabilities under the Securities Act of 1933, and
may also agree to contribute to payments which the underwriters, dealers or
agents may be required to make.

LEGAL MATTERS

Gregory F. Pilcher, Vice President and General Counsel, or another of our
lawyers, will issue an opinion about the legality of the securities for us. Any
underwriters will be advised about issues relating to this offering by their
own legal counsel.

EXPERTS

Arthur Andersen LLP, independent public accountants, audited our financial
statements and schedules incorporated by reference in this Prospectus and at
other places in the registration statement as indicated in their reports. We
incorporated those documents by reference in reliance upon the authority of
Arthur Andersen LLP as experts in giving the reports.

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DECS SM

(Debt Exchangeable for Common Stock SM)

Kerr-McGee Corporation

% Exchangeable Notes Due , 2004

[LOGO KERR-MCGEE]

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PROSPECTUS SUPPLEMENT

, 1999

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Salomon Smith Barney
Credit Suisse First Boston

ABN AMRO Rothschild
a division of ABN AMRO Incorporated
Lehman Brothers

Merrill Lynch & Co.

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