8-K

 

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

Date of Report (Date of Earliest Event Reported): January 30, 2006

Marathon Oil Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-5153	25-0996816
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5555 San Felipe Road, Houston, Texas		77056
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (713) 629-6600

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On January 30, 2006, Marathon Oil Corporation issued a press release entitled "Marathon Announces $2 Billion Stock Repurchase Program and Fourth Quarter 2005 Dividend." Attached is a copy of the press release in substantially the form released.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 - Marathon Oil Corporation press release dated January 30, 2006, announcing $2 billion stock repurchase program and fourth quarter 2005 dividend

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.

	Marathon Oil Corporation
February 1, 2006	By:	A. G. Adkins
		Name: A. G. Adkins
		Title: Vice President - Accounting

Exhibit Index

Exhibit No.	Description
99.1	Marathon Oil Corporation press release dated January 30, 2006, announcing $2 billion stock repurchase program and fourth quarter 2005 dividend

EX-99.1

Exhibit 99.1

MARATHON ANNOUNCES $2 BILLION STOCK REPURCHASE PROGRAM
AND FOURTH QUARTER 2005 DIVIDEND

HOUSTON, January 30, 2006 – Marathon Oil Corporation (NYSE: MRO) announced today that its board of directors has authorized the repurchase of up to $2 billion of the Company’s Common Stock over a period of two years. Based upon the closing market price of Marathon Common Stock on Friday, Jan. 27, 2006, this would amount to approximately 7.25 percent of current shares outstanding.

Such purchases would be made during this period as the Company’s financial condition and market conditions warrant. Any purchases under the program may be in either open market transactions, including block purchases, or in privately negotiated transactions. The repurchase program does not include specific price targets or timetables, and is subject to termination prior to completion. Marathon will use cash on hand, cash generated from operations, or cash from available borrowing to acquire shares. At year-end 2005, Marathon had cash on hand of approximately $2.6 billion. Shares of stock repurchased under the program will be held as treasury shares.

Marathon also announced that the Company’s board of directors has declared a dividend of 33 cents per share on Marathon Oil Corporation Common Stock. The dividend is payable March 10, 2006, to stockholders of record at the close of business February, 16, 2006.

For more information about Marathon Oil Corporation, including financial and operational information, visit the Company’s Web site at www.Marathon.com.

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This release contains forward-looking statements about Marathon’s common stock repurchase program. These statements are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond the company’s control and are difficult to predict. Some factors that could cause actual results to differ materially are changes in prices of and demand for crude oil, natural gas and refined products, actions of competitors, disruptions or interruptions of the company’s production or refining operations due to unforeseen hazards such as weather conditions, acts of war or terrorist acts and the governmental or military response thereto, and other operating and economic considerations. In accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Marathon Oil Corporation has included in its Annual Report on Form 10-K for the year ended December 31, 2004, and subsequent Forms 10-Q and 8-K, cautionary language identifying other important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.