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): April 28, 2005

 

 

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 April 28, 2005, Marathon Oil Corporation (Marathon) issued a press release announcing first quarter 2005 earnings.  The press release is being furnished as an exhibit to this report and is incorporated herein by reference.
Item 9.01	Financial Statements and Exhibits.
	(c)	Exhibits.
	99.1	Press Release dated April 28, 2005, 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: April 28, 2005	By:	/s/ A.G. Adkins
		A.G. Adkins
		Vice President-Accounting and Controller

 

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EXHIBIT INDEX

 

Number		Exhibit
99.1		Press Release dated April 28, 2005, announcing Marathon’s financial results for the first quarter 2005 earnings.

 

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