UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE



							June 30, 2005


Via U.S. mail

Mr. Clarence P. Cazalot
Chief Executive Officer
Marathon Oil Corporation
555 San Felipe Road
Houston, TX 77056-2723


	Re:	Marathon Oil Corporation
		Form 10-K, Filed March 10, 2005
		File No. 001-5153

Dear Mr. Cazalot:

      We have reviewed the above filing and have the following
comment.  Please be as detailed as necessary in the explanation
you
provide for this comment.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


10-K for the year ended December 31, 2004

General -

We note a June 13, 2005, article by the Associated Press states
that
you have an interest in a license to explore "Block B" in Sudan.
Marathon`s 10-K makes no mention of Sudan or Block B.  Please
confirm
the accuracy of the reported statement, the current state of
activity
in regard to the license, and when you anticipate commencing
operations in Sudan.

In light of the fact that Sudan has been identified by the U.S.
State
Department as a state sponsor of terrorism, and is subject to
economic sanctions administered by the U.S. Treasury Department`s
Office of Foreign Assets Control, please describe for us the
extent
of your current and anticipated contacts with Sudan; their
materiality to you; and your view as to whether those contacts
constitute a material investment risk for your security holders.
In
preparing your response please consider that evaluations of
materiality should not be based solely on quantitative factors,
but
should include consideration of all factors, including the
potential
impact of corporate activities upon a company`s reputation and
share
value, that a reasonable investor would deem important in making
an
investment decision.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to the company`s disclosure, they
are responsible for the accuracy and adequacy of the disclosures
they
have made.  In connection with responding to our comment, please
provide, in writing, a statement from the company acknowledging
that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.



      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.



								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk




cc: 	H. Roger Schwall
		Assistant Director
		Division of Corporation Finance