EXHIBIT 23.2


Consent of Independent Public Accountants

     As independent public  accountants,  we hereby consent to the incorporation
of our  report  dated  June 7,  2001,  included  in the  Kerr-McGee  Corporation
Employee  Stock  Ownership  Plan 2001 annual report in this Form 11-K,  into the
Company's previously filed Form S-8 File No. 333-66440.






                                                    (ARTHUR ANDERSEN LLP)
                                                     ARTHUR ANDERSEN LLP



Oklahoma City, Oklahoma
  June 26, 2002