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 * DAVIS WILLIAM L   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2011 (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 06/30/2011   J(1)   38,264.448 (1) (2) D $ 0 (1) 2,000 D   Marathon Oil Corporation Common Stock               2,000 I By Revocable Trust (3)

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
DAVIS WILLIAM L C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX 77056	X

Signatures

R. J. Kolencik, Attorney-in-Fact for William L. Davis		07/01/2011
**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)	Effective immediately after the spin-off on June 30, 2011, of Marathon Petroleum Corporation ("MPC") by Marathon Oil Corporation ("MRO"), the reporting person ceased to be a director of Marathon Oil Corporation and became a director of Marathon Petroleum Corporation. In connection with the spin-off, MRO director restricted stock unit awards of nonemployee directors who became directors of MPC immediately after the spin-off were replaced with substitute MPC director restricted stock unit awards, each of which generally preserve the value of the original awards.
(2)	Includes dividends of 189.428 shares previously not reported pursuant to Rule 16a-11.
(3)	Shares held by William L. Davis, not individually, but as trustee of the William L. Davis III Revocable Trust, or his successors in interest. The reporting person is the trustee and settlor of the William L. Davis III Revocable Trust pursuant to the William L. Davis III Revocable Trust Agreement dated June 5, 1992, as amended.

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