Marathon Oil (MRO) S-3ASR Automatic shelf registration

Exhibit 25.1

_____________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of Trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 I.R.S. Employer Identification No.
400 South Hope Street Suite 500 Los Angeles, California(Address of principal executive offices)	90071(Zip Code)

The Bank of New York Mellon Trust Company, N.A.

Legal Department
225 Liberty Street
New York, New York 10286
212-635-1270
(Name, address and telephone number of agent for service)

MARATHON OIL CORPORATION

(Issuer with respect to the Securities)

Delaware	25-0996816
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5555 San Felipe Street Houston, Texas 77056-2723	77056
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities
Subordinated Debt Securities

(Title of the Indenture Securities)

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FORM T-1

Item 1.GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

b)    Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-121948 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 No. 333-152875).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 File No. 333-152875).
6.	The consent of the trustee required by Section 321(b) of the Act.
7.	A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 25th day of January, 2017.

The Bank of New York Mellon Trust Company, N.A.

By: Name: /s/ Valere Boyd    

Title: Vice President

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 25, 2017

The Bank of New York Mellon Trust Company, N.A.

By: Name: /s/ Valere Boyd    

Title: Vice President

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business September 30, 2016, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin	2,902
Interest-bearing balances	373,295
Securities:
Held-to-maturity securities	0
Available-for-sale securities	646,702
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold	0
Securities purchased under agreements to resell	0
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases,
net of unearned income………………………………0
LESS: Allowance for loan and
lease losses……………………………………………0
Loans and leases, net of unearned
income and allowance	0
Trading assets	0
Premises and fixed assets (including
capitalized leases)	11,267
Other real estate owned	0
Investments in unconsolidated
subsidiaries and associated
companies	0
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	856,313
Other intangible assets	57,442
Other assets	125,859
Total assets	2,073,780

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LIABILITIES
Deposits:
In domestic offices	511
Noninterest-bearing………………………………511
Interest-bearing ………………………………......0
Not applicable
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases)	0
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	287,236
Total liabilities	287,747
Not applicable
EQUITY CAPTIAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,122,671
Not available
Retained earnings	661,751
Accumulated other comprehensive income	611
Other equity capital components	0
Not available
Total bank equity capital	1,786,033
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,786,033
Total liabilities and equity capital	2,073,780

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I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty )CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President )

William D. Lindelof, Director)Directors (Trustees)

Alphonse J. Briand, Director)

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