UNITED STATES

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

January 1217, 2006 - January 10, 2006 (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 Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

123 Robert S. Kerr Avenue,
Oklahoma City, Oklahoma		73102
(Address of principal executive offices)		(Zip Code)

(405) 270-1313

(Registrant's telephone number)

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement (a) On January 1210, 2006, the Board of Directors (“Board”) of Kerr-McGee Corporation ~~issued~~(“Company”) approved a ~~press~~compensation ~~release~~plan ~~announcing~~for ~~that~~non-employee itdirectors ~~will~~of ~~webcast~~the anCompany. ~~executive~~The ~~briefing~~terms ~~for~~of ~~investors~~the ~~and~~compensation ~~security~~plan ~~analysts~~are onattached ~~Thursday,~~hereto as Exhibit 10.1. (b) On January 1910, 2006, atthe ~~8:00~~Executive ~~a.m.~~Compensation Committee of the Board approved (~~EST~~i). ~~The~~2006 ~~briefing~~salaries ~~will~~of ~~include~~the ~~presentations~~Company’s byexecutive ~~Kerr-McGee~~officers, (ii) 2006 performance measures and target awards for the Company’s ~~senior~~executive ~~management~~officers ~~team~~under the Annual Incentive Compensation Plan (“AICP”), and ~~will~~(iii) ~~cover~~the granting of long term incentive awards for the ~~company~~Company’s ~~financial~~executive officers under the 2005 Long Term Incentive Plan (“LTIP”). Attached hereto as Exhibit 10.2 are the 2006 salaries, AICP performance measures and ~~operating~~target ~~outlook~~awards, and LTIP awards for ~~2006~~Luke R. ~~Interested~~Corbett, ~~parties~~Chairman ~~may~~of ~~listen~~the toBoard ~~the~~and ~~briefing~~Chief ~~via~~Executive ~~Kerr-McGee’s~~Officer; ~~website~~David atA. ~~www~~Hager, Chief Operating Officer; Kenneth W.~~kerr-mcgee~~ Crouch, Executive Vice President; Robert M.~~com~~ Wohleber, Senior Vice President and Chief Financial Officer; and Gregory F. Pilcher, Senior Vice President, General Counsel and Secretary.

Item 9.01 Financial Statements and Exhibits (c) Exhibits 9910.1 ~~Press~~Compensation ~~Release~~Arrangements ~~dated~~with ~~January~~Non-Employee ~~12,~~Directors ~~2006~~10.2 Compensation Arrangements with Named Executive Officers

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: January 12, 2006
Dated: January 17, 2006

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