January 20, 2012
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549
| Re: | Marathon Oil Corporation |
Form 10-K for Fiscal Year Ended December 31, 2010
Filed February 28, 2011
File No. 001-05153
Dear Mr. Schwall:
Set forth below is a response from Marathon Oil Corporation to a comment from the staff of the United States Securities and Exchange Commission, dated December 21, 2011, concerning Marathon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.
For your convenience, we have repeated the comment prior to the response. The comment is highlighted in bold.
Form 10-K for the Fiscal Year Ended December 31, 2010
Exhibit 32.1
Comment 1
We hereby re-issue prior comment 4; rather than filing on Form 8-K, you must file an amended Form 10-K, as that comment indicated.
Response
We filed Amendment No. 1 on Form 10-K/A for the fiscal year ended December 31, 2010 on January 20, 2012 to correct a typographical error on the certification filed as Exhibit 32.1.
We acknowledge that:
| • | We are responsible for the adequacy and accuracy of the disclosure in the filing; |
| • | Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | We may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please acknowledge receipt of this response letter by electronic confirmation. Please call the undersigned at 713-296-4333 or Richard J. Kolencik, Assistant General Counsel at 713-296-2535, if you have any questions regarding this submission.
| Very truly yours, |
| /s/ Michael K. Stewart |
Michael K. Stewart Vice President, Finance and Accounting, Controller and Treasurer |