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 5, 2006

 

MARATHON OIL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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

 

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02             Results of Operations and Financial Condition.

 

On January 5, 2006, Marathon Oil Corporation issued a press release providing a fourth quarter 2005 interim update.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01             Financial Statements and Exhibits.

 

(c)           Exhibits.

 

99.1         Press Release dated January 5, 2006, issued by Marathon Oil Corporation.

 

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SIGNATURE

 

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
Date: January 5, 2006		By:	/s/ A.G. Adkins
			A.G. Adkins
			Vice President-Accounting

 

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EXHIBIT INDEX

 

Number		Exhibit
99.1		Press Release dated January 5, 2006, issued by Marathon Oil Corporation providing a fourth quarter 2005 interim update.

 

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