Marathon Oil Corporation (Form: 8-K)  

 

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):   December 12, 2006

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

     
Delaware 1-5153 25-0996816
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(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))

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 12, 2006, Marathon Oil Corporation ("Marathon") sent written notice to NYSE Arca, Inc. ("NYSE Arca") of its intention to voluntarily withdraw the listing of its common stock from NYSE Arca. Marathon’s common stock will continue to be listed on the New York Stock Exchange and the Chicago Stock Exchange. On or about December 22, 2006, Marathon will file a Form 25 to notify the Securities and Exchange Commission and NYSE Arca of its intention to voluntarily withdraw the listing of its common stock from NYSE Arca. By operation of law, the delisting application will be effective on or about January 1, 2007, unless withdrawn by Marathon in advance of such date. The press release announcing our intent to voluntarily withdraw the listing from NYSE Arca is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release issued on December 12, 2006.





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SIGNATURES

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
          
December 12, 2006   By:   Janet F. Clark
       
        Name: Janet F. Clark
        Title: Senior Vice President and Chief Financial Officer

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  December 12, 2006 Press Release