As filed with the Securities and Exchange Commission on May 31, 2002.
Registration No. 333-___
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------

KERR-McGEE CORPORATION
(Exact name of Registrant as Specified in its Charter)

Kerr-McGee Center
Delaware Oklahoma City, Oklahoma 73125 73-1612389
(State of (Address of principal executive (I.R.S. Employer
Incorporation) offices, including Zip Code) Identification No.)

KERR-McGEE CORPORATION
2002 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)

Gregory F. Pilcher
Kerr-McGee Corporation
Kerr-McGee Center
Oklahoma City, Oklahoma 73125
(name and address of agent for service)

(405) 270-1313
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

- ------------------------------- --------------------- ------------------------ ---------------------- ---------------
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to be offering aggregate Registration
to be registered registered price per Share(1) offering price(1) fee(2)

- -------------------------------- --------------------- ------------------------ ---------------------- ---------------
Common Stock,
$1.00 Par Value Per Share 7,000,000 $57.28 $400,960,000 $36,888.32
- ----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) based upon the average high and low prices
of the Common Stock as reported on the New York Stock Exchange on
May 22, 2002.

(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933,
as amended, as follows: Proposed maximum aggregate offering price
multiplied by 0.000092.
</FN>

==============================================================================

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Information required to be contained in a prospectus meeting the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the "Securities
Act") pursuant to Part I of Form S-8, is not required to be filed with the
Securities and Exchange Commission (the "Commission") and is omitted from this
Registration Statement in accordance with the explanatory note to Part I of
Form S-8 and Rule 428 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by or to be filed by the Registrant with
the Commission are incorporated by reference in this Registration Statement as
of their respective dates:

(a) The Registrant's annual report filed on Form 10-K for the fiscal year
ended December 31, 2001, filed on March 28, 2002;

(b) All other reports filed by the Registrant pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),
since December 31, 2001;

(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-4, filed on June 28, 2001.

(d) The description of certain rights issued to holders of the
Registrant's Common Stock contained in the Registrant's Registration Statement
on Form 8-A, filed on July 27, 2001 and Form 8-A/A filed on August 1, 2001.

(e) All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement that indicates that
all securities offered by this Registration Statement have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Registration Statement shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated

by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

Item 4. Description of Securities.

Not required to be filed with this Registration Statement.

Item 5. Interests of Named Experts and Counsel.

Gregory F. Pilcher, Vice President, General Counsel and Corporate
Secretary to the Registrant, is issuing the Opinion of Counsel relating to
this Registration Statement and owns shares in the Company.

Item 6. Indemnification of Directors and Officers.

Article XXII of the ByLaws of the Registrant, as amended, provides for
indemnification of officers, directors and employees of the Registrant to the
extent authorized by the General Corporation Law of the State of Delaware.
Pursuant to Section 145 of the Delaware General Corporation Law, a corporation
generally has the power to indemnify its present and former directors,
officers, employees and agents against expenses incurred by them in connection
with any suit to which they are, or are threatened to be made, a party to by
reason of their serving in such positions so long as they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of a corporation, however, indemnification is not
available if such person is adjudged to be liable for negligence or misconduct
in the performance of his duty to the corporation unless the court determines
that indemnification is appropriate. In addition, a corporation has the power
to purchase and maintain insurance for such persons. The statute also
expressly provides that the power to indemnify authorized thereby is not
exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The above discussion of
the Registrant's ByLaws and of Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such ByLaws and statute.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith and are incorporated by
reference as part of this Registration Statement:

EXHIBIT DESCRIPTION

4.1 Form of Amended and Restated Certificate of Incorporation
of the Registrant (incorporated herein by reference to
Exhibit 4.1 to the Registration Statement on Form S-4
filed on June 28, 2001).

4.2 Form of Amended and Restated ByLaws of the Registrant
(incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-4 filed on June 28,
2001).

4.3 Rights Agreement, dated as of July 26, 2001, by and
between the Registrant and UMB Bank, N.A. (incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A filed on July 27,
2001).

4.4 First Amendment to Rights Agreement, dated as of July 30,
2001, by and between the Registrant and UMB Bank, N.A.
(incorporated herein by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A/A filed on
August 1, 2001).

4.5 The Kerr McGee Corporation 2002 Long Term Incentive Plan
(incorporated herein by reference to Exhibit B to
Form DEF 14A filed on March 25, 2002).

5.1 Opinion of Gregory F. Pilcher, Vice President, General
Counsel and Corporate Secretary of the Registrant, as to
the legality of the Common Stock being registered.

23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee
Corporation financial statements.

23.2 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).

24 Powers of Attorney (Set forth on signature page of this
Registration Statement).

Item 9. Undertakings.

Undertakings required by Item 512(a)
of Regulation S-K
- ------------------------------------

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination
of the offering.

Undertakings required by Item 512(b)
of Regulation S-K
- ------------------------------------

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Undertakings required by Item 512(h)
of Regulation S-K
- ------------------------------------

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on
the 31st day of May, 2002.

KERR-McGEE CORPORATION

By: /s/ Gregory F. Pilcher
-----------------------------
Name: Gregory F. Pilcher
Title: Attorney-in-Fact

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Luke R. Corbett, Robert M. Wohleber and Gregory F.
Pilcher, and each of them severally, as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 under the Securities
Act, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully as to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the
following persons in the capacities and on the dates indicated.*

Signature Title Date
--------- ----- ----

/s/ Luke R. Corbett Chairman of the Board May 14, 2002
- ----------------------- and Chief Executive Officer
Luke R. Corbett

/s/ Robert M. Wohleber Senior Vice President, May 14, 2002
- ----------------------- Treasurer and Chief
Robert M. Wohleber Financial Officer

/s/ Gregory F. Pilcher Senior Vice President, May 14, 2002
- ----------------------- General Counsel and
Gregory F. Pilcher Corporate Secretary

/s/ John M. Rauh Vice President, Controller May 14, 2002
- ----------------------- and Chief Accounting Officer
John M. Rauh

/s/ William E. Bradford Director May 14, 2002
- -----------------------
William E. Bradford

/s/ Sylvia A. Earle Director May 14, 2002
- -----------------------
Sylvia A. Earle

/s/ David C. Genever-Watling Director May 14, 2002
- ----------------------------
David C. Genever-Watling

/s/ Martin C. Jischke Director May 14, 2002
- ----------------------------
Martin C. Jischke

/s/ William C. Morris Director May 14, 2002
- ----------------------------
William C. Morris

/s/ Leroy C. Richie Director May 14, 2002
- -----------------------------
Leroy C. Richie

/s/ Matthew R. Simmons Director May 14, 2002
- -----------------------------
Matthew R. Simmons

/s/ Nicholas J. Sutton Director May 14, 2002
- -----------------------------
Nicholas J. Sutton

/s/ Farah M. Walters Director May 14, 2002
- -----------------------------
Farah M. Walters

/s/ Ian L. White-Thomson Director May 14, 2002
- -----------------------------
Ian L. White-Thomson

* Signatures representing the Registrant's principal executive officer, its
principal financial officer and a majority of the Registrant's Board of
Directors

EXHIBIT INDEX

4.1 Form of Amended and Restated Certificate of Incorporation of
the Registrant (incorporated herein by reference to Exhibit 4.1
to the Registration Statement on Form S-4 filed on June 28,
2001).

4.2 Form of Amended and Restated ByLaws of the Registrant
(incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-4 filed on June 28, 2001).

4.3 Rights Agreement, dated as of July 26, 2001, by and between the
Registrant and UMB Bank, N.A. (incorporated herein by reference
to Exhibit 4.1 to the Registrant's Registration Statement on
Form 8-A filed on July 27, 2001).

4.4 First Amendment to Rights Agreement, dated as of July 30, 2001,
by and between the Registrant and UMB Bank, N.A. (incorporated
herein by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A/A filed on August 1, 2001).

4.5 The Kerr McGee Corporation 2002 Long Term Incentive Plan
(incorporated herein by reference to Exhibit B to
Form DEF 14A filed on March 25, 2002).

5.1 Opinion of Gregory F. Pilcher, Vice President, General Counsel
and Corporate Secretary of the Registrant, as to the legality
of the Common Stock being registered.

23.1 Consent of Arthur Andersen LLP relating to Kerr-McGee
Corporation financial statements.

23.2 Consent of Gregory F. Pilcher (Contained in Exhibit 5.1).

24 Powers of Attorney (Set forth on signature page of this
Registration Statement).