1
                                                 Filed by Kerr-McGee Corporation
                           Pursuant to Rule 425 under the Securities Act of 1933

                                             Subject Company: HS Resources, Inc.
                                                     Commission File No. 0-18886


         This document is being filed pursuant to Rule 425 under the Securities
Act of 1933. It does not constitute an offer for the sale of securities.
Shareholders of HS Resources, Inc. and other investors are urged to read the
proxy statement/prospectus that will be included in the registration statement
on Form S-4 to be filed in connection with the merger. These materials will
contain important information about HS Resources, Inc., Kerr-McGee Corporation,
the merger, the people soliciting proxies relating to the merger, their
interests in the merger and related matters.

         In addition to the registration statement containing the proxy
statement/prospectus to be filed in connection with the merger, HS Resources,
Inc. and Kerr-McGee file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. You may read
and copy any reports, statements or other information filed by HS Resources,
Inc. or Kerr-McGee Corporation at the SEC Public Reference Rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public
reference rooms in New York and Chicago. Please call the SEC at (800) SEC-0330
for further information on the public reference rooms. Kerr-McGee Corporation's
and HS Resources, Inc.'s filings with the SEC are also available to the public
from commercial document-retrieval services and at the web site maintained by
the SEC at www.sec.gov. Free copies of the proxy statement/prospectus, when
available, and these other documents may also be obtained from Kerr-McGee by
directing a request through the investor relations portion of Kerr-McGee's
website at Kerr-McGee.com or by mail to Kerr-McGee Corporation, Investor
Relations, P.O. Box 25861, Oklahoma City, OK 713125.

         Statements in this document regarding the company's or management's
intentions, beliefs or expectations including the number of ultimate prospects,
timing and order for drilling prospects, timing of installation of production
facilities and first production and timing of completion of the merger are
"forward-looking statements" within the meaning of the Securities Litigation
Reform Act. Future results and developments discussed in these statements may be
affected by numerous factors and risks, such as the accuracy of the assumptions
that underlie the statements, the risk that the businesses will not be
integrated successfully, the success of the oil and gas exploration and
production program, the price of oil and gas, drilling risks, uncertainties in
interpreting engineering data, demand for consumer products for which
Kerr-McGee's oil and gas business supplies raw materials, general economic
conditions, and other factors and risks discussed in the company's SEC filings.
Actual results and developments may differ materially from those expressed or
implied in this document.



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                             KERR-MCGEE CORPORATION

                             NEW YORK CITY, NEW YORK

                                  MAY 16, 2001

                        5:00 P.M. EASTERN STANDARD TIME

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               MR. CORBETT: For those of you who might not know, I'm Luke
Corbett, Chairman and Chief Executive Officer of the Kerr-McGee Corporation, and
thank you for being here this afternoon. We will be webcasting this particular
presentation, so it will go out to a broader audience. We were in Boston over
the noontime hour, and had a very good audience and reception there, so we
wanted to come in. And we realize this is short notice, but we wanted to make
also the same presentation here.

         Before I go any further in our conversation, let me make some
introductions. Let me first introduce Nick Sutton, Chairman and CEO of HS
Resources, Kenneth Crouch, Senior Vice President in charge of the exploration
and production business of Kerr-McGee Corporation, Bob Wohleber, Senior Vice
President and Chief Financial Officer of Kerr-McGee, and I think most of you
know Rick Buterbaugh, who is the Vice President of Investor Relations for our
corporation.

         Obviously the theme regards this particular transaction is balance as
we continue to work our strategic program. However, before I go much further, I
am reminded by our legal profession that these are presentations that contain
forward looking statements, and I do want to caution you about that.

         I will say that we are in the process of pulling together the
information so that we can file our S-4s here over the next couple weeks, and
with that registration statement, certainly we will be able to get more complete
information regards this transaction once they are filed.

         Let's move on now and talk about strategic rationale. Obviously from
our perspective, this fits our stated strategy, which you can see here is to
profitably grow our oil and gas assets, while adding balance to our portfolio.
And in a moment you will see that this adds balance from virtually every
perspective.

         In our opinion, this is a unique story. It offers predictable growth,
consistent cash flow, and it brings, as I said, balance, particularly to the gas
portion of the equation for our company.

         This will have major impact for Kerr-McGee. As you can see here, we are
adding about 1.3 TCF of proved U.S. natural gas reserves. We are doing that at
about $1.10 per MCFe equivalent. The upside potential here is associated with
800 BCF of lower risk opportunities that are classed as probable and possible.
We will have more to say about that in a few moments.

         The transaction is immediately accretive to per share earnings and to
cash flow. As a matter of fact, the transaction is accretive above a gas price
of $2.75. And, again, we are generating strong, stable cash flow from this
project, and we are talking about free cash flow here, based on the projections,
somewhere around $150 million.

         I said balance earlier, and we are talking about balance by products
mix, by geographic location and by product itself. If we go and look at our
reserves, you can see in the opening slide, our oil and gas mix essentially goes
from 64 percent to 36 percent gas, moves to 57 and 43.


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         Our U.S. balance, between U.S. and international, moves from 41 percent
for U.S. reserves and 59 percent international, to 51 percent domestic and 49
percent.

         On the production side, you can see we essentially go from 70/30 to
64/36. And, again, we are doing this with the addition of low-risk exploitation
projects, which will complement our higher potential, but higher risk, deepwater
programs around the world.

         We will build a core area of long live gas reserves with significant
growth opportunities, and I will show how that fits with onshore in just a
moment. As we have stated, we are increasing U.S. gas reserves by some 77
percent. We are increasing our production in the U.S. gas by 45 percent. Our R/P
goes up to almost nine-and-a-half years, which is a two-year expansion, and this
does position Kerr-McGee as the fourth largest U.S.-based independent. And that
is based upon pro forma reserves year end 2000.

         This is our onshore position now. And you can see, up in Wattenberg
Field, we will create a new core area.

         Kerr-McGee today, from onshore U.S., produces about 70 percent of its
MBOe's from Texas, and about 30 percent from Oklahoma. After the transaction,
about 48 percent will come from the Wattenberg gas field, 39 percent from Texas
properties, and 13 percent will come from Oklahoma properties.

         So, again, a nice core area. And that is part of our strategic intent,
that we have stated. We wanted to build core areas in certain plays where we
understood the play concepts around the U.S. We have done that in deepwater, we
have done it in the North Sea, and now we are doing it in the onshore arena.

         Another conversation about the Wattenberg gas field and D-J Basin. If
you are familiar with this, it is one of the U.S.'s most significant gas
resources. These are highly concentrated assets in the sense that Wattenberg
Field covers approximately 600 square miles, and the properties that HS
Resources has accumulated are essentially in the guts of that play, and they
have a dominant position in the Wattenberg gas field, and it is serving one of
the fastest growing markets in America today. We are talking about a field that
is east of I-25, north of the Denver International Airport, and the Front Range
area there along with Denver is about the third largest or the third fastest
growing population in the U.S. We are looking at a program here that has 85
percent of its production from that particular field, and 97 percent of its
proved reserves come from their position in that field. And HS has a focused,
integrated approach to field operations. And certainly I think if you have
researched this, they have a proven track record regards what they are doing in
the Wattenberg gas field.

         The gathering system is part of what we will accumulate in this
transaction. Very important. Again, it is controlled by HS. We talked about
serving the Front Range. We do have access to other markets. Current capacity of
the system itself is 230 million cubic feet of gas per day. That will go to
about 250 million cubic feet of gas per day by year end. So coupled with the
gathering system, they have


   5

ownership in a BP plant, about seven percent there, and the capability not only
to gather the product, but to move it through and process it and get it to
market. So an important piece of the equation.

         The volumes are here, ladies and gentlemen. This is not a situation of
having to explore for reserves. It is a situation of extracting those reserves,
moving them in an efficient way to the markets.

         One of the main events that, really, has made the Wattenberg projects
very attractive in this economic environment occurred really in June of 1998.
The Colorado Oil and Gas Conservation Commission changed field rules here, and
now we have ten drilling windows per 320 acres. And, of course, now you can also
commingle all of the gas from the various zones from which you produce. So a
very important piece of the equation regards what is happening in the Wattenberg
gas field today.

         I will also say that HS Resources intends and continues to do about 500
to 600 projects per year. These are all identified projects, and I will show you
examples of what they go through. They have over 10,000 identified projects on
the books as we speak.

         A bit about producing reservoirs. As I said, the gas is in place here.
This is not a situation of having to explore for that. There are over 11,000
wells in the field itself, and investment targets, as I said, are very
attractive in this economic environment.

         The producing formations essentially extend from about 4000 feet to
roughly 8000 feet. And the targets, as you can see here, come from the probable
and possible reserves. It takes about a dollar to go ahead and pull these into
proved reserves, and then you have about 40 cents per MCF on operating costs.
Very effective, very efficient.

         I might also mention, regards reserves, if you just look at the J sand
in this area, it has accumulated to date just under one TCF of gas, but there is
about six TCF of gas in the J sand as it is identified in place. And with
current technology, we would expect to recover about 25 percent. So one could
just infer from that, as technological advances improve in this industry, we can
up that accumulation from that particular area.

         How do they go about this? First, drilling new wells, deepening
existing wells, recompleting current wells, and refrac'ing current wells. Part
of the refrac program is in the Codell sand, and they have done 820 refracs
since 1997. The average finding cost is 71 cents per MCF. So you can see, oh,
what is that, 4.70 or so a barrel of oil equivalent. They have seen a seven-fold
increase in the production from those refracs. In the J sand, they have had 122
new wells; deepenings, 199 deepenings, and that was through the first quarter.
You are looking on the new wells at a finding cost of about 44 cents per MCFe
equivalent. And then at the deepenings, it is even less, about 30 cents per MCFe
equivalent. So quite attractive from a finding and development cost position
there.

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         Let's talk about our worldwide reserves and what this means. Again, we
are adding 1.3 TCFe of proved reserves or 216 million barrels of oil equivalent.
That's a 20 percent increase to the 12/31, 2000 reserve base, Kerr-McGee. And if
we look at this, again, by product mix, as I mentioned earlier, we go from 64
percent oil, 36 percent gas, to 57 percent oil and 43 percent gas regards
balance here.

         The real story is gas. Let's talk about our gas reserves. We have a
worldwide gas reserve increase of 44 percent. Looking at this in U.S. terms, you
can see that we go from just over 1.3 TCF to over 2.3 TCF, and that is almost an
80 percent increase in U.S. gas reserves. And we believe gas in the U.S. market
will be a dominant player in the years to come. So this is an important piece of
this equation. Remember, it primarily comes from one field that is tightly
focused.

         So, again, now our gas position in the U.S. is about 70 percent of our
total, versus 56 percent before this particular transaction.

         A few comments on production, and here we are assuming a September 1,
2001 closing. Our daily average production will move from 295,000 barrels of oil
equivalent in 2000, to about 308,000 barrels in 2001, a four percent increase;
moving up another 28 percent in 2002 to 396,000 barrels of oil equivalent.

         But as I said, this is really a gas story. That's what we want to focus
on. And you can see here, we will move from 462 million cubic feet of gas per
day to 531 million cubic feet of gas per day at year end 2001. These are
averages now, so that is a 15 percent increase. And then in 2002, we will move
up to 726 million cubic feet of gas per day, or a 37 percent increase.

         Now, on a volume basis, we will exit the year at somewhere around 680
million cubic feet of gas per day in the U.S. On a worldwide basis, we'll end
the year at about 755 million cubic feet of gas per day.

         What I would like to do now is invite Bob Wohleber up and let him
discuss the deal transaction and deal structure with you. Bob.

               MR. WOHLEBER: Thank you, Luke. Let me go through the terms of the
deal. It is a $1.7 billion acquisition by Kerr-McGee of HS Resources. We'll be
paying $66 per share and assuming 450 million of existing debt. That transaction
will be consideration of 70 percent cash and 30 percent stock, with the
shareholders having the option to elect the portion of cash and stock subject to
proration. This will be done on a fixed exchange ratio, .9404 shares of
Kerr-McGee for every share of HS Resources; expected closing, third quarter of
this year.

         Some of the financial highlights. The transaction is immediately
accretive on an earnings and a cash flow basis. The purchase price is equal to
$1.10 per MCFe on a proved basis. This is after giving consideration of $300
million for the non-reserve assets, primarily the gathering system and the
unexplored acreage. Kerr-McGee will be issuing approximately five million
shares. This is a little less than five percent of our shares outstanding on a
fully diluted basis.

         Earnings accretion of $2.75 is the break-even point, as Luke had
mentioned. So this transaction is attractive on an earnings accretive basis down
to the $2.75


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MCF basis.

         HS Resources will generate free cash flow for Kerr-McGee, 150 to $200
million, depending upon prices, but for Kerr-McGee we see $150 million that
could be available for other projects within our system, including our deepwater
acreage and exploration program.

         We are looking at a ten percent decrease in our LOE costs, seven
percent increase in DD&A as a result of the combination, and Kerr-McGee's debt
will be going from a 42 percent net debt number to approximately 50 percent net
debt to capital. This excludes the DEC securities that are currently outstanding
on Kerr-McGee's books that are fully hedged by the Devon Corporation, stock that
is available to satisfy that debt in 2004.

         Finally, we are looking at strong interest coverage, about twelve times
interest coverage.

         Some of the operating highlights are shown here. This will provide
Kerr-McGee with a dominant position in the D-J Basin, strengthens our gas
position and moves us into the Rocky Mountain region. These are extensive
inventory that provides low-risk, high-growth potential through exploitation and
exploration activities.

         In addition, the Wattenberg gathering system is an important part of
the transaction, as it blankets the area of the D-J, providing a source to
gather the gas and take it into the processing plant, and then on to the market.

         Production guidance, this is on a pro forma basis, assuming a September
1 close. Kerr-McGee's oil production will go from 207,000 barrels of oil per
day, 253,000 barrels of oil per day in 'O2. '02 is reflecting the additions of
Nansen, Boomvang and Leadon coming on in 'O2.

         On the gas side, 605 million cubic feet of gas per day, going up to 855
million cubic feet of gas per day, which is a 41 percent increase from 'O2 to
'O1.

         I would like to turn it now over to Luke Corbett.

               MR. CORBETT: Thank you, Bob. Let's end where we really began. We
have said we believe this is a unique story, particularly for our company. It
offers predictable growth, consistent cash flow, significant upside potential
with the 800 BCF of probables and possibles, and certainly we hope you gather
from information which you will probably get today, this truly does add balance
to our portfolio. And that is the theme of what we are talking about here, is
balance, as we continue to work on our strategic plan.

         Many of you have heard me say time and time again, this company is not
growing just to get bigger. We are growing because we are adding quality assets
that create high-quality earnings and add value to our shareholders, and we know
what our mission purpose is, and that is to create value for all of our
shareholders.

         That will conclude what we have had to say now about the transaction,
we will take a few questions, and then I would like to say that at the end of
the Q and A in here, we will have a short reception in the room adjoining this,
and we can


   8

continue informal conversation. So I will now open it up for questions. Mike?

               UNKNOWN SPEAKER: (Paraphrasing) What is the royalty burden in the
Wattenberg field? What is the initial production rates for wells in the field?

               MR. SUTTON: In terms of royalty, generally 87 and a half percent
net; sometimes we have 85 percent net. So not much of a royalty there.

         In terms of the wells there, for example, the J sand wells we are
bringing on, they can produce as much as a million to a million and a half a
day, but typically about 750 a day. It declines a bit in the first month or so,
the average first month of production is about 600 MCF a day. And, of course,
over time, as in any well, it declines.

               MR. CORBETT: Other questions? What a wonderful deal. We have come
to New York and we have answered all of your questions.

               UNKNOWN SPEAKER: (Paraphrasing) Why HS Resources? Does Kerr-McGee
prefer gas reserves over oil?

               MR. CORBETT: A simple combination here. Certainly we believe that
in the United States, gas will be a dominant player. And if you look at our
position in gas now, regards to the U.S., we have certainly covered ourselves
for that particular piece of the equation.

         We are not suggesting oil is not a good commodity. It is. And we
believe it will continue, continue to generate good revenue from that
high-quality earning. But we also believe that gas in the mix is a valuable
resource, and we have found a unique story.

         This is something -- I think the importance here, we can't
overemphasize the fact, the gas is here, ladies and gentlemen. This is not
something we have to go find. This is a matter of taking those 10,000 projects
that are inventoried, and in a very credible way, and in a unique way, going
through that procedure and that process and bringing those reserves over to
proved and producing. It's a gas machine.

         Yes, ma'am.

               UNKNOWN SPEAKER: (Paraphrasing) What affect will this have on the
company's capital programs?

               MR. CORBETT: Well, I think if you have followed what HS Resources
has done, they moved their capital spending up from 135 to 50 range at the
beginning of the year to 155 to 175 this year. No reason we shouldn't continue
that.

         This will have no impact on the current program at Kerr-McGee. We'll
continue with the very same program that we began the year with. The free cash
flow generated from both of our operations allows us a great deal of
flexibility, if we chose to accelerate the program.

               UNKNOWN SPEAKER: (Paraphrasing) Will debt reduction continue to
be a priority for Kerr-McGee?

               MR. CORBETT: Well, obviously, we will move toward bringing our
debt to capital down. We have stated many times that we are more comfortable in
the low forties, and there is no reason we could not use free cash flow to move
our


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balance sheet back toward that level very quickly, particularly if you believe
that prices will stay at the level they are.

               UNKNOWN SPEAKER: (Paraphrasing) Mr. Wohleber stated that LOE will
decrease ten percent after the acquisition. How will this happen?

               MR. CORBETT: I think we said six percent, but, yes. Ken, would
you like to address that?

               MR. CROUCH: Yes. When we average the two lifting costs together,
because they are moving gas, and, as you know, Kerr-McGee is dominantly oil,
that the six percent reduction is a reflection of moving the lower cost gas
mixed with our oil.

                    (Inaudible)

               MR. CORBETT: I think we are going to keep me honest on the
numbers. Bob?

               MR. WOHLEBER: Yes. We are going to go from about $3.50 in LOE
down to about 3.28.

               MR. CORBETT: Yes.

               MR. WOHLEBER: It is about a 20 cent reduction on a BOE basis. BOE
equivalent for HS Resources is about $1.74. (inaudible)

               UNKNOWN SPEAKER: (Paraphrasing) Will you continue to expand the
Wattenberg gas gathering system?

               MR. SUTTON: Certainly under today's economic conditions not
limited by our cash flow. We are also not limited by hardware constraints. For
example, one of the things that we paid for in the past when the gathering
system was owned by K-N Energy was that we had gathering constraints,
bottlenecks. When we acquired that system, we set about immediately to remove,
eliminate, mitigate the bottleneck. We increased the compression, we added
processing. We have removed what had historically been a bit of a constraint in
gathering and take away.

         As we move forward and continue to develop production from that field,
we anticipate that we would spend additional money to enhance the gathering
system.

         I would caution people, though, to remember that this business is not
one that lends itself to rapid increase in capital. There are constraints just
in terms of plant and equipment, human resources, services, supplies, things of
that nature. So our plans call for continued additions to our capital program in
the D-J, but it would be imprudent for anyone to assume that since there is a
lot to do there, one can just go and get very large sequential increases.

               UNKNOWN SPEAKER: (Paraphrasing) Do you expect costs to increase
after the acquisition, for example, production costs?

               MR. SUTTON: Not at all. One of the beauties of our position in
the D-J Basin and the Wattenberg field area is we are so dominant, we were able
to control costs. To give you a couple of examples, one of the things that we
did was form our own service company, and we have got our own workover rigs. We
have retrofitted some of those workover rigs so that we use them to actually
deepen wells


   10

so we don't have to use a regular land rig.

         We then, to the extent that we want to use land rigs, we contract them
for a year at a time, and we are able to keep those crews busy.

         From a frac standpoint, we do a lot of fracs. We do close to two fracs,
a frac and a half a day. And so that is a significant cost component. We have
entered into fixed contracts with Halliburton. We recently signed a deal by
guaranteeing 75 percent of our activity in that area, we have a price rollback,
something like six, nine months ago.

         We have the ability, by virtue of our company-owned equipment and
services, and through our dominant position in that basin, we are able to
control costs.

         We've got a question in the back.

               UNKNOWN SPEAKER: (Paraphrasing) Do you expect further
acquisitions?

               MR. CORBETT: I didn't see you there, but we're glad you're here.
Well, I think we have clearly stated that we want to be in a position to
evaluate opportunities that make sense for Kerr-McGee anytime they may come
along. Certainly we have worked diligently to move our balance sheet in the
direction that allows us to capitalize on those. We will do that again, and we
are happy to add to our position, if it fits our strategic plan.

               UNKNOWN SPEAKER: Do you expect the COGCC to allow additional
downspacing?

               MR. SUTTON: Over the years we've worked very closely with the
Colorado Oil and Gas Conservation Commission on these kinds of issues. And one
of the things that resulted from our activities was the Wattenberg rule, as it's
called it or referred to. And so we have so much to do based on the current
spacing, 40-acre spacing that we can keep busy for a long time. In due course,
downspacing may be the next sort of round of activities. But I would say that is
at some point out in the future. Having said that, I think that one of the
beauties of having long life gas reserves in place like the Wattenberg field, in
effect, you have a long-term gas option. That gas option can come around through
such things as downspacing, technological advances and in many other ways that
you can reap added value just because of the nature of that field.

                   (Inaudible)

               MR. CORBETT: Other comments or questions?

         Well, ladies and gentlemen, thank you very much. We hope you agree with
us. This is a unique and exciting story. We thank you for being here.

         Rick, I do think that we are probably close to being open. All right.
Thank you again.