FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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(Print or Type Responses)

1. Name and Address of Reporting Person * CLARK JANET F   2. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [MRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive V.P. and CFO (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2007 (Street) HOUSTON, TX 77056 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON STOCK 05/29/2007   M   20,000 A $ 33.61 83,789 D   COMMON STOCK 05/29/2007   D   5,628 D $ 119.43 78,161 D   COMMON STOCK 05/29/2007   F   5,239 D $ 119.43 72,922 D   COMMON STOCK 05/30/2007   A(1)   3,800 A $ 122.1 76,722 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 33.61

05/29/2007

M

20,000

05/26/2005(2)

05/26/2014

COMMON STOCK

20,000

$ 0

100,400

D

Stock Appreciation Right

$ 122.1

05/30/2007

A

23,900

05/30/2008(3)

05/30/2017

COMMON STOCK

23,900

$ 0

23,900

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CLARK JANET F C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX 77056			Executive V.P. and CFO

Signatures

By: W. F. Schwind, Jr., Attorney-in-Fact for Janet F. Clark		05/31/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Restricted Stock granted under Marathon Oil Corporation 2007 Incentive Compensation Plan, which vests on 05/30/2010.
(2)	Vests in three cumulative annual installments of 42,466, 42,467, and 42,467 shares on May 26, 2005, 2006, and 2007, respectively.
(3)	Vests in three cumulative annual installments of 7,966, 7,967, and 7,967 shares on May 30, 2008, 2009, and 2010, respectively.

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