Marathon Oil Corporation (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   January 26, 2006

Marathon Oil Corporation
(Exact name of registrant as specified in its charter)

Delaware 1-5153 25-0996816
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
5555 San Felipe Road, Houston, Texas   77056
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (713) 629-6600

Not Applicable
Former name or former address, if changed since last report


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))

Top of the Form

Item 2.02 Results of Operations and Financial Condition.

On January 26, 2006, Marathon Oil Corporation (Marathon) issued a press release announcing fourth quarter and full-year 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 January 26, 2006, issued by Marathon Oil Corporation.

Top of the Form


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
January 26, 2006   By:   A.G. Adkins
        Name: A.G. Adkins
        Title: Vice President-Accounting

Top of the Form

Exhibit Index

Exhibit No.   Description

  Press release dated January 26, 2006, announcing Marathon's financial results for the fourth quarter and full year 2005.