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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): October 4, 2004

 

MARATHON OIL CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

1-5153

25-0996816

 

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

5555 San Felipe Road, Houston, Texas

 

77056-2723

 

(Address of principal executive offices)

 

(Zip Code)

 

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:

£

£

£

 

£

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 2.02

Results of Operations and Financial Condition.

On October 4, 2004, Marathon reported that during the third quarter 2004 the 18-month forward gas price curve in the United Kingdom strengthened compared to the second quarter. This resulted in a non-cash mark-to-market loss estimated to be in excess of $100 million on two long-term gas sales contracts related to Marathon's Brae gas production.

Item 7.01

Regulation FD Disclosure.

On October 4, 2004, Marathon issued a press release providing a third quarter 2004 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 October 4, 2004, issued by Marathon Oil Corporation.

   

 

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: October 6, 2004

By:

/s/ A.G. Adkins

     

A.G. Adkins

     

Vice President-Accounting and Controller