SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]     Preliminary Proxy Statement
[  ]     Confidential, for Use of the Commission Only
         (as permitted by Rule 14a-6(e)(2))
[  ]     Definitive Proxy Statement
[  ]     Definitive Additional Materials
[X]      Soliciting Material Pursuant to ss. 240.14a-12

                             Kerr-McGee Corporation

                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP,
                                Icahn Onshore LP,
                                CCI Onshore LLC,
                         Icahn Partners Master Fund LP,
                               Icahn Offshore LP,
                                CCI Offshore LLC,
                         High River Limited Partnership,
                             Hopper Investments LLC,
                               Barberry Corp. and
                                  Carl C. Icahn

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

         1) Title of each class of securities to which transaction applies:



         2) Aggregate number of securities to which transaction applies:



         3) Per unit price or other  underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):



         4) Proposed maximum aggregate value of transaction:



         5) Total fee paid:



[  ]     Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:



         2) Form, Schedule or Registration Statement No.:



         3) Filing Party:



         4) Date Filed:







         On March 10, 2005,  Icahn Partners LP, Icahn  Partners  Master Fund LP,
High River Limited Partnership and Jana Partners LLC sent a letter to Kerr-McGee
Corporation  ("Kerr-McGee")  responding  to  Kerr-McGee's  announcement  of  the
proposed sale of its chemicals business and share repurchase  program. A copy of
the letter delivered to Kerr-McGee is attached hereto.

SECURITY  HOLDERS ARE ADVISED TO READ THE PROXY  STATEMENT  AND OTHER  DOCUMENTS
RELATED TO  SOLICITATION OF PROXIES BY MESSRS.  CARL ICAHN AND BARRY  ROSENSTEIN
AND THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF KERR-MCGEE  CORPORATION
FOR USE AT ITS ANNUAL  MEETING WHEN AND IF THEY BECOME  AVAILABLE,  BECAUSE THEY
WILL  CONTAIN  IMPORTANT  INFORMATION,  INCLUDING  INFORMATION  RELATING  TO THE
PARTICIPANTS IN ANY SUCH PROXY  SOLICITATION.  WHEN AND IF COMPLETED,  THE PROXY
STATEMENT  AND SUCH  OTHER  DOCUMENTS  WILL BE  AVAILABLE  AT NO  CHARGE  AT THE
SECURITIES  AND  EXCHANGE  COMMISSION'S  WEBSITE  AT  HTTP://WWW.SEC.GOV,  AND A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF
KERR-MCGEE CORPORATION.