EXHIBIT 10(f)


           MARATHON OIL CORPORATION NON-EMPLOYEE DIRECTOR STOCK PLAN


     While this Plan is in effect Marathon Oil Corporation, formerly named USX
Corporation, will supplement the fees paid to each non-employee director of the
Corporation with a grant of shares of common stock of the Corporation.  The
number of shares of common stock to be granted shall be equal to that number of
shares purchased in an open market transaction or transactions by the director
during the sixty days following the effective date on which such non-employee
director  first becomes a member of the Board of Directors, up to a maximum
grant of 1,000 shares of common stock.  The grant will be made as of the date or
dates of purchase of common stock by the director.

     The shares issued under this Plan will not be registered under the
Securities Act of 1933 and will be subject to the provisions of the securities
laws, including Rule 144 of the Securities and Exchange Commission, which affect
the transferability of such shares.  A certificate for the shares granted shall
be issued by the Corporation to the director from Treasury stock, or previously
unissued shares, such certificate to bear a restrictive legend in such a form as
may be approved by the General Counsel & Secretary.



As amended and restated effective January 1, 2002.