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): May 30, 2007

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 May 30, 2007, Marathon Oil Corporation issued a press release entitled "Marathon Oil Corporation Extends Share Repurchase Program." 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 May 30, 2007, announcing extension of the share repurchase program.

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
May 30, 2007	By:	Michael K. Stewart
		Name: Michael K. Stewart
		Title: Vice President, Accounting and Controller

Exhibit Index

Exhibit No.	Description
99.1	Marathon Oil Corporation press release dated May 30, 2007, announcing the extension of the stock repurchase program.

EX-99.1

MARATHON OIL CORPORATION EXTENDS

SHARE REPURCHASE PROGRAM

HOUSTON, May 30, 2007 – Marathon Oil Corporation (NYSE: MRO) announced today that the Company’s Board of Directors has authorized the extension of Marathon’s share repurchase program by an additional $500 million. Since January 30, 2006, the Board has authorized the repurchase of up to $3.0 billion of Marathon’s common stock.

Marathon anticipates completing the previously announced $2.5 billion share repurchase program by the end of the second quarter of 2007, resulting in the repurchase of more than 28 million shares. The additional $500 million in share repurchases is anticipated to be completed during the balance of 2007. This program may be changed based on the Company’s financial condition or changes in market conditions and is subject to termination prior to completion.

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. Marathon will use cash on hand, cash generated from operations, or cash from available borrowing to acquire shares. At the end of the first quarter of 2007, Marathon had cash on hand of $2.3 billion. Shares of stock repurchased under the program will be held as treasury shares.

For more information on Marathon Oil Corporation, 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, 2006, 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.

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