FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   Kerrigan Sylvia J 2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2009 3. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [MRO] (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE RD. 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) V.P., Gen. Counsel & Secretary 5. If Amendment, Date Original Filed(Month/Day/Year) 11/10/2009 (Street) HOUSTON, TX 77056 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Marathon Oil Corporation Common Stock 18,243.918 (1) (2) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	05/26/2007	05/26/2014	Common Stock	3,734	$ 16.805	D	Â
Employee Stock Option (Right to Buy)	06/10/2008	06/10/2015	Common Stock	11,400	$ 25.835	D	Â
Employee Stock Option (Right to Buy)	06/01/2009	06/01/2016	Common Stock	9,600	$ 37.8175	D	Â
Employee Stock Option (Right to Buy)	05/30/2008(3)	05/30/2017	Common Stock	9,000	$ 61.05	D	Â
Employee Stock Option (Right to Buy)	05/28/2009(4)	05/28/2018	Common Stock	7,000	$ 51.17	D	Â
Employee Stock Option (Right to Buy)	05/27/2010(5)	05/27/2019	Common Stock	12,850	$ 29.24	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kerrigan Sylvia J C/O MARATHON OIL CORPORATION 5555 SAN FELIPE RD. HOUSTON, TX 77056	Â	Â	  V.P., Gen. Counsel & Secretary	Â

Signatures

R. J. Kolencik, Attorney-in-Fact for Sylvia J. Kerrigan		02/22/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amended Form 3 is being filed to include 4,075 shares that were omitted from the reporting person's original Form 3, and also were omitted from three Forms 4 filed by the reporting person after her original Form 3 was filed.
(2)	Includes 14,145 shares of restricted stock granted under Marathon Oil Corporation's 2007 Incentive Compensation Plan.
(3)	Vests in cumulative, equal annual installments of 3,000 shares each on May 30, 2008, 2009 and 2010.
(4)	Vests in three cumulative annual installments of 2,333, 2,333 and 2,334 shares on May 28, 2009, 2010, and 2011, respectively.
(5)	Vests in three cumulative annual installments of 4,283, 4,283 and 4,284 shares on May 27, 2010, 2011, and 2012, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.