SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    Form 8-K


                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934




                                 August 24, 2004
               --------------------------------------------------
               (Date of Report - Date of earliest event reported)





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


   Delaware                       1-16619                         73-1612389
--------------             ------------------------          -------------------
  (State of                (Commission File Number)             (IRS Employer
Incorporation)                                               Identification No.)


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



                                 (405) 270-1313
                         -------------------------------
                         (Registrant's telephone number)



Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers
                 On  August  13,  2004,  Kerr-McGee  Corporation  issued a press
            release  announcing  that W. Peter  Woodward,  senior vice president
            responsible  for  chemicals,  will retire on September 17, 2004. The
            press release is attached  hereto as an exhibit and is  incorporated
            by reference herein.

Item 9.01   Financial Statements and Exhibits

            (c) Exhibits

            99.1 Press Release dated August 13, 2004

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                                          KERR-MCGEE CORPORATION


                                               By: (John M. Rauh)
                                                   -----------------------------
                                                   John M. Rauh
                                                   Vice President and Controller

Dated: August 24, 2004