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): December 12, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 12, 2006, Marathon Oil Corporation ("Marathon") sent written notice to NYSE Arca, Inc. ("NYSE Arca") of its intention to voluntarily withdraw the listing of its common stock from NYSE Arca. Marathon’s common stock will continue to be listed on the New York Stock Exchange and the Chicago Stock Exchange. On or about December 22, 2006, Marathon will file a Form 25 to notify the Securities and Exchange Commission and NYSE Arca of its intention to voluntarily withdraw the listing of its common stock from NYSE Arca. By operation of law, the delisting application will be effective on or about January 1, 2007, unless withdrawn by Marathon in advance of such date. The press release announcing our intent to voluntarily withdraw the listing from NYSE Arca is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release issued on December 12, 2006.

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
December 12, 2006	By:	Janet F. Clark
		Name: Janet F. Clark
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	December 12, 2006 Press Release

EX-99.1

MARATHON OIL CORPORATION REQUESTS VOLUNTARY
WITHDRAWAL FROM NYSE ARCA, INC. LISTING

HOUSTON, December 12, 2006 – Marathon Oil Corporation (NYSE: MRO) announced today that it has submitted a request to NYSE Arca, Inc., formerly the Pacific Stock Exchange (“NYSE Arca”), to voluntarily withdraw the listing of its common stock. Marathon’s common stock will continue to be listed on the New York Stock Exchange and the Chicago Stock Exchange.

Marathon’s decision to voluntarily withdraw its listing from NYSE Arca was made to eliminate duplicative administrative requirements inherent with dual listings as a result of the NYSE Group’s recent merger with Archipelago Holdings, the parent company of NYSE Arca.

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Media Relations Contacts:	Paul Weeditz	713-296-3910
	Scott Scheffler	713-296-4102
Investor Relations Contacts:	Ken Matheny	713-296-4114
	Howard Thill	713-296-4140