1

                                                                    Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY

                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A

                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          Check if an application to determine eligibility of a Trustee
                       pursuant to Section 305 (b)(2) ____


                                 CITIBANK, N.A.
               (Exact name of trustee as specified in its charter)

                                                          13-5266470
                                                          (I.R.S. employer
                                                          identification no.)

399 Park Avenue, New York, New York                       10043
(Address of principal executive office)                   (Zip Code)

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

 Delaware                                                 73-0311467
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification no.)

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


                                 DEBT SECURITIES
                       (Title of the indenture securities)
   2
Item 1.  General Information.

                  Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority to
               which it is subject.

               Name                                           Address

               Comptroller of the Currency                 Washington, D.C.

               Federal Reserve Bank of New York            New York, NY
               33 Liberty Street
               New York, NY

               Federal Deposit Insurance Corporation       Washington, D.C.

          (b)  Whether it is authorized to exercise corporate trust powers.

               Yes.

Item 2.  Affiliations with Obligor.

               If the obligor is an affiliate of the trustee, describe each such
               affiliation.

               None.

Item 16. List of Exhibits.

               List below all exhibits filed as a part of this Statement of
               Eligibility.

               Exhibits identified in parentheses below, on file with the
               Commission, are incorporated herein by reference as exhibits
               hereto.

               Exhibit 1 - Copy of Articles of Association of the Trustee, as
               now in effect. (Exhibit 1 to T-1 to Registration Statement No.
               2-79983)

               Exhibit 2 - Copy of certificate of authority of the Trustee to
               commence business. (Exhibit 2 to T-1 to Registration Statement
               No. 2-29577).

               Exhibit 3 - Copy of authorization of the Trustee to exercise
               corporate trust powers. (Exhibit 3 to T-1 to Registration
               Statement No. 2-55519)

               Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4
               to T-1 to Registration Statement No. 33-34988)

               Exhibit 5 - Not applicable.
   3
               Exhibit 6 - The consent of the Trustee required by Section 321(b)
               of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
               Registration Statement No. 33-19227.)

               Exhibit 7 - Copy of the latest Report of Condition of Citibank,
               N.A. (as of March 31, 2001 - attached)

               Exhibit 8 - Not applicable.

               Exhibit 9 - Not applicable.



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 22nd day
of August, 2001.

                                  CITIBANK, N.A.

                                  By       /s/P. DeFelice
                                    _________________________________
                                           Vice President