Marathon Oil 1.16.07

Company Name: Marathon Oil Corp.
Public Availability Date: January 16, 2007

Document Sections:

INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

Sent Via Overnight Mail

December 5, 2006

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E., mail stop 7010
Washington, D.C. 20549

Re: Request for No Action Letter -Shareholder Proposal for Inclusion in Marathon Oil Corporation's 2007 Proxy Statement submitted by Nick Rossi

Ladies and Gentlemen:

Marathon Oil Corporation, a Delaware corporation ("Marathon") has received a shareholder proposal and supporting statement (the "Proposal") from Nick Rossi who designated John Chevedden to act on his behalf (the "Proponent") for inclusion in Marathon's proxy statement for its 2007 annual meeting of shareholders to be held on April 25, 2007. (A copy of Mr. Rossi's cover letter dated October 2, 2006 and the Proposal are attached hereto as Exhibit A).

The Proposal requests elimination of our supermajority shareholder voting requirements, stating in relevant part:

RESOLVED: Comprehensive Commitment to Adopt Simple Majority Vote. Shareholders recommend that our Board take each step necessary to adopt a simple majority vote to apply to the greatest extent possible. This includes using all means in our Board's power such as corresponding special company solicitations and one-on-one management contacts with major shareholders to obtain the vote required for formal adoption of this proposal topic.

Marathon believes that it may properly exclude the Proposal from the 2007 proxy statement based on Rule 14a-8(i)(10) because the Proposal has been substantially implemented.

Marathon's statement of reasons is more particularly described below.

1. The Proposal may be omitted pursuant to Rule 14a-8(i)(10) because Marathon's Board of Directors has taken action on this matter.

Rule 14a-8(i)(10) permits a company to omit a shareholder proposal from its proxy materials if the company has substantially implemented the proposal.

Our Restated Certificate of Incorporation ("Charter") and by-laws currently contain a supermajority voting provision for shareholders to adopt, amend or repeal the by-laws. These governing documents require the affirmative vote of two-thirds of the outstanding shares of stock and entitled to vote to adopt, amend and repeal the by-laws at any regular or special meeting of shareholders. This is the only supermajority voting provision contained in our Charter and by-laws.

On October 25, 2006, our Board of Directors determined to submit to our shareholders at the 2007 annual meeting a proposal to amend the Charter and by-laws to provide that shareholders may adopt, amend and repeal the by-laws by an affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote, subject to shareholder approval at the next annual meeting of shareholders to be held on April 25, 2007. A copy of the relevant portions of our Charter and by-laws, marked to reflect the changes to be proposed by the Company, are attached hereto as Exhibit B. A copy of the resolutions reflecting the Board's decision, which were duly adopted by the Board on October 25, 2006, are set forth in a copy of an Assistant Secretary's certificate, which is attached hereto as Exhibit C. Mr. Chevedden was informed of the Board's action by email correspondence dated November 3, 2006. See Exhibit D. If the Company proposal is adopted by our shareholders, the approval threshold for adopting, amending and repealing the by-laws will be reduced to the vote of a simple majority. In this event, no supermajority vote provisions will be contained in our Charter or by-laws.

Marathon included a similar shareholder proposal submitted by Mr. Nick Rossi (the "2006 Proposal") in its 2006 proxy statement, which was submitted to a vote of the shareholders at the 2006 annual meeting. This proposal asked the Company's Board of Directors to take each step necessary for a simple majority vote to apply on each issue that can be subject of a shareholder vote to the greatest extent possible. As disclosed in Marathon's Form 10-Q for the quarter ended June 30, 2006, the 2006 Proposal was approved by the shareholders. The 2006 Proposal is attached hereto as Exhibit E.

The Staff has consistently taken the position that a company may exclude a shareholder proposal requesting elimination of supermajority voting requirements under Rule 14-8(i)(10) as "substantially implemented" when the company's board of directors has resolved to seek shareholder approval at the next annual meeting to amend the company's certificate of incorporation and bylaws to eliminate supermajority voting requirements. See, e.g., FedEx Corporation (June 26, 2006); Northrop Grumman Corporation (March 28, 2006); Energy East Corporation (March 21, 2006); Citigroup Inc. (March 10, 2006); Baxter International Inc. (February 26, 2006); Johnson & Johnson (February 13, 2006); and The Home Depot, Inc. (January 26, 2006) (in each of these no-action letters, a substantially similar proposal was allowed to be excluded under Rule 14-8(i)(10)). Because our Board of Directors has resolved to seek shareholder approval of the Company's proposal at the 2007 annual meeting and will recommend a vote in favor of the proposal, we have substantially implemented the Proposal, and the Proposal should be excluded under Rule 14-8(i)(10).

In accordance with Rule 14a-8(j) of the Exchange Act, Marathon is enclosing six copies of this letter and the exhibits. A copy of this letter and exhibits are also being mailed on this date to the Proponent in accordance with Rule 14a-8(j), thereby notifying him of Marathon's intention to omit the Proposal from the 2007 proxy statement. Pursuant to Rule 14a-8(j), this letter is being submitted not less than 80 days prior to the date Marathon intends to file its definitive 2007 proxy materials. Please acknowledge receipt of the enclosed materials by date-stamping the enclosed receipt copy of this letter and returning it in the enclosed, self-addressed postage-paid envelope.

If the Staff disagrees with any of the conclusions or positions taken herein, such that it will not be able to take the no-action position requested, Marathon would appreciate the opportunity to confer with the Staff prior to the issuance of a negative response. If you have any questions, please feel free to call me at 713-296-2535.

Sincerely,

/s/

Richard J. Kolencik
General Attorney
RJK/184659

Attachments

cc: W.F. Schwind, Jr. (w/out attachments)

Nick Rossi, P. O. Box 249, Boonville, CA 95415 (w/attachments - regular mail)
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278 (w/attachments - regular mail)

APPENDIX 1]

Exhibit A

Nick Ross,
P.O. Box 249
Boonville, CA 95415

Mr. Thomas J. Usher
Chairman
Marathon Oil Corporation (MRO)
5555 San Felipe Rd
Houston TX 77056

Rule 14a-8 Proposal

Dear Mr. Usher,

This Rule 14a-8 proposal is respectfully submitted in support of the long-term performance of our company. This proposal is submitted for the next annual shareholder meeting. Rule 14a-8 requirements are intended to be met including the continuous ownership of the required stock value until after the date of the respective shareholder meeting. This submitted format, with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication. This is the proxy for Mr. John Chevedden and/or his designee to act on my behalf in shareholder matters, including this Rule 14a-8 proposal for the forthcoming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to Mr. Chevedden at:

2215 Nelson Ave., No. 205
Redondo Beach, CA 90278
T: 310-371-7872
olmsted7p@earthlink.net

(In the interest of saving company expenses please communicate via email.)

Your consideration and the consideration of the Board of Directors is appreciated in support of the long-term performance of our company. Please acknowledge receipt of this proposal.

Sincerely,

/s/

cc: William F. Schwind, Jr.
Corporate Secretary
PH: 713-629-6600
FX: 713-296-2952
F: 713-499-6754

Richard Kolencik
Assistant Secretary
F: 713-296-4227

APPENDIX 2]

[Rule 14a-8 Proposal, November 14, 2006]

3Adopt Simple Majority Vote

This proposal is not intended to unnecessarily limit our Board's judgment in crafting the requested change to the fullest extent feasible in accordance with applicable laws and existing governance documents.

Nick Rossi, P.O. Box 249, Boonville, Calif. 95415 sponsors this proposal.

This topic won our 83% support at our 2006 annual meeting. At least one proxy advisory service has recommend a no-vote for directors who do not adopt a shareholder proposal after it wins one majority vote. This topic also won a 66% yes-vote average at 20 major companies in 2006. The Council of Institutional Investors www.cii.org formally recommends adoption of this proposal topic.

Our current rule allows a small minority to frustrate the will of our shareholder majority. For example, in requiring a 67%-vote on at least one key governance issue, if our vote is an overwhelming 66%-yes and only 1%-noonly 1% could force their will on our 67%-majority.

It is important to take one step forward and support this proposal since our 2006 governance standards were not impeccable. For instance in 2006 it was reported (and certain concerns are noted):

The Corporate Library (TCL) http://www.thecorporatelibrary.com/ a pro-investor research firm rated our company "High Concern" in Executive Pay - A whopping $38 million in one year for our CEO.

Five of our directors were allowed to hold from 4 to 6 director seats each - Over-extension concern.

Marathon Oil Corp.'s Corporate Governance Quotient (CGQ) calculated by Institutional Shareholder Services was better than just 51% of S&P 500 companies.

The above status shows there is room for improvement and reinforces the reason to take one step forward now and vote yes to:

Notes:

The above format is requested for publication without re-editing or re-formatting.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

See also: Sun Microsystems, Inc. (July 21, 2005).

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout all the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting and the proposal will be presented at the annual meeting.

Please acknowledge this proposal by email within 14-days and advise the most convenient fax number and email address for the Corporate Secretary's office.

STAFF REPLY LETTER]

January 16, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Marathon Oil Corporation Incoming letter dated December 5, 2006

The proposal recommends that the board take each step necessary to adopt a simple majority vote to apply to the greatest extent possible.

There appears to be some basis for your view that Marathon Oil may exclude the proposal under rule 14a-8(i)(10). In this regard, we note your representation that Marathon Oil will provide shareholders at Marathon Oil's 2007 Annual Meeting with an opportunity to approve an amendment to Marathon Oil's certificate of incorporation and by-laws that would eliminate all supermajority voting requirements. Accordingly, we will not recommend enforcement action to the Commission if Marathon Oil omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Derek B. Swanson
Attorney-Adviser

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Company Name: Marathon Oil Corp. Public Availability Date: January 16, 2007

Document Sections:

Company Name: Marathon Oil Corp.
Public Availability Date: January 16, 2007