SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Guidry Steven P

(Last)

(First)

(Middle)

C/O MARATHON OIL CORPORATION

5555 SAN FELIPE RD.

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2011

3. Issuer Name and Ticker or Trading Symbol
MARATHON OIL CORP [ MRO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. - Business Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Marathon Oil Corporation Common Stock	12,753.068	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Right	05/26/2007	05/26/2014	Common Stock	1,270	$10.53	D
Employee Stock Option (Right to Buy)	06/10/2008	06/10/2015	Common Stock	6,568	$16.19	D
Employee Stock Option (Right to Buy)	06/01/2009	06/01/2016	Common Stock	7,840	$23.69	D
Employee Stock Option (Right to Buy)	05/30/2010	05/30/2017	Common Stock	15,233	$38.25	D
Employee Stock Option (Right to Buy)	05/28/2011	05/28/2018	Common Stock	11,450	$32.06	D
Employee Stock Option (Right to Buy)	05/27/2012	05/27/2019	Common Stock	11,705	$18.32	D
Employee Stock Option (Right to Buy)	05/26/2011⁽¹⁾	05/26/2020	Common Stock	23,412	$19.03	D
Employee Stock Option (Right to Buy)	05/25/2012⁽²⁾	05/25/2021	Common Stock	33,705	$33.06	D

Explanation of Responses:

1. Vests in cumulative annual installments of 11,705 and 11,707 shares on May 26, 2012 and 2013, respectively.

2. Vests in three cumulative annual installments of 11,235, 11,235 and 11,235 on May 25, 2012, 2013, and 2014, respectively.

Remarks:

	Yvonne R. Kunetka, Attorney-in-Fact for Steven P. Guidry	07/06/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.