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 * CAZALOT CLARENCE P JR   2. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [MRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 03/30/2011 (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 Marathon Oil Corporation Common Stock 03/30/2011   G V 22,850 (1) A $ 0 850,878 (2) D   Marathon Oil Corporation Common Stock 03/30/2011   G V 22,850 (1) D $ 0 28,236 I Grantor Retained Annuity Trust (Spouse) (3) Marathon Oil Corporation Common Stock 03/30/2011   G(4) V 28,236 D $ 0 0 I Grantor Retained Annuity Trust (Spouse) (3) Marathon Oil Corporation Common Stock               49,450 (2) I By Grantor Retained Annuity Trust (5)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAZALOT CLARENCE P JR C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX 77056	X		President and CEO

Signatures

R. J. Kolencik, as Attorney-in-Fact for Clarence P. Cazalot		04/01/2011
**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)	These shares were a distribution from the reporting person's spouse, as trustee of the reporting person's spouse's grantor retained annuity trust, for the benefit of the reporting person spouse and her three adult children, and gifted to the reporting person, as his sole and separate property.
(2)	Includes 13,998 shares to reflect change in form of ownership from indirect to direct, due to distribution of shares from the reporting person, as trustee of the reporting person's grantor retained annuity trust for the benefit of himself and his three adult children to himself, as sole and separate property.
(3)	These shares are held by the reporting person's spouse, as trustee of a grantor rentained annuity trust, for the benefit of the reporting person's spouse and her three adult children.
(4)	Upon termination of the reporting person's spouse's grantor rentained annuity trust on March 30, 2011, 28,236 shares were transferred as a gift to the reporting peron's spouse's three adult childern pro-rata.
(5)	These shares are held by the reporting person, as trusteee of a grantor retained annuity trust, for the benefit of himself and his three adult children.

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