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CORRESP
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[Letterhead of Marathon Oil
Corporation]

July 22, 2005

Cecilia D. Blye, Chief – Office of Global Security Risk

Jack Guggenheim

H. Roger Schwall, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-0405

Marathon Oil
Corporation

Annual Report
on Form 10-K for the calendar year ended December 31, 2004

Dear Ms. Blye, Mr. Guggenheim and Mr. Schwall:

Set forth below is the response from Marathon
Oil Corporation (“Marathon”) to the comment (“Comment”) of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “Commission”),
dated June 30, 2005, concerning Marathon’s Annual
Report on Form 10-K for the calendar year ended December 31,
2004.

Marathon hereby acknowledges that it is
responsible for the adequacy and accuracy of the disclosure in our filings and
the Staff Comments or changes to disclosure in response to Staff Comments do
not foreclose the Commission from taking any action with respect to our
filings.  Further, Marathon 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.

For your convenience, we have repeated the
comment prior to the response.  The
comment is highlighted in bold.

10-K
for the year ended December 31, 2004

Comment:

We note a June 13, 2005, article by
the Associated Press states that you have an interest in a license to explore “Block
B” in Sudan.  Marathon’s 10-K makes
no mention of Sudan or Block B.  Please
confirm the accuracy of the reported statement, the current state of activity
in regard to the license, and when you anticipate commencing operations in
Sudan.

In light of the fact that Sudan has been identified
by the U.S. State Department as a state sponsor of terrorism, and is subject to
economic sanctions administered by the U.S. Treasury Department’s Office of
Foreign Assets Control, please describe for us the extent of your current and
anticipated contacts with Sudan; their materiality to you; and your view as to
whether those contacts constitute a material investment risk for your security
holders.  In preparing your response
please consider that evaluations of materiality should not be based solely on
quantitative factors, but should include consideration of all factors,
including the potential impact of corporate activities upon a company’s
reputation and share value, that a reasonable investor would deem important in
making an investment decision.

Response:

Marathon, through a wholly owned, indirect
subsidiary named Marathon Petroleum Sudan, Ltd., acquired a 32.5% working
interest in Sudan’s Central Block, formerly known as Block B, in 1983.  There are three other working interest owners
in the Central Block.   Marathon does not
serve as operator.

Marathon has not participated in any business
activity in Sudan since 1985 due to civil unrest and subsequent U.S. government
sanctions against Sudan. Marathon  will continue to abide by all existing
U.S. sanctions related to Sudan and will not resume any activity regarding its
interests there until such time as it is permitted to do so under applicable
United States law.

Our wholly owned subsidiary, Marathon Oil
Company, on behalf of Marathon Petroleum Sudan, Ltd., was granted a specific
license (License No. SU-1337) by the U.S. Treasury Department’s
Office of Foreign Assets Control (“OFAC”) in December 2004 to sign a
revised exploration and production sharing agreement (“Revised PSC”) between
the Government of the Democratic Republic of the Sudan (“Government of Sudan”)
and the other working interest owners.
The signing of this Revised PSC did not result in a substantive change
to the existing rights and obligations of the parties to the original exploration
and production sharing agreement.
Marathon played no role, directly or indirectly, in defining

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the terms and conditions of the Revised PSC. The
OFAC license does not authorize Marathon to engage in any aspect of performance
of the Revised PSC, including payments to the Government of Sudan, without
further authorization from OFAC.  The
sole purpose of receiving the OFAC license was to safeguard Marathon’s existing
interest in the Revised PSC.

The Sudanese
Sanctions Regulations, 31 C.F.R. Part 538 (the “Regulations”) were imposed
in 1997.  Since that time, Marathon has not made any
payments to the Government of Sudan, has not met any cash calls by the operator
under the Joint Operating Agreement dated December 2, 1980 (the “JOA”)
with respect to matters of Revised PSC performance in Sudan, and has in all
other ways complied with the Regulations.
The JOA defines the contractual relationship between the operator and
the remainder of the working interest owners, with respect to the performance
of their obligations under the Revised PSC.

In an article dated June 13, 2005,
the Associated Press reported that Marathon renewed its right to participate in
the exploration of Block B in December 2004 and that this renewal had been
approved by OFAC.  As previously
discussed, Marathon signed the Revised PSC pursuant to the authorization
provided by the OFAC license.

 Due to
the continuing sanctions imposed by the Regulations, Marathon does not view its
investment in the Revised PSC as material.
Prior to the imposition of the Regulations in 1997, Marathon incurred
expenditures exceeding $20 million in connection with the original exploration
and production sharing agreement.  With
the exception of  $24,000
in net assets, Marathon has no investment related to Sudan reflected in its
financial statements.

With respect to contacts with Sudan, Marathon
had a meeting with the Government of Sudan in late 2004 in anticipation of
signing the Revised PSC and another meeting at the time of signing the Revised
PSC.  As a result of the peace accord
signed between the Sudan People’s Liberation Movement (“SPLM”) and the
Government of Sudan, Marathon held a meeting with the SPLM in February 2005
to discuss Marathon’s interest under the Revised PSC.  These meetings were lawful under the
sanctions imposed by the U.S. government and were held with the concurrence of
the U.S. State Department.  No future meetings
with the Government of Sudan or the SPLM are anticipated, except as may be
called by the operator under the Revised PSC.
Due to the current sanctions, Marathon can only participate in meetings
called under the Revised PSC as a non-voting observer.  We do not believe these limited contacts
constitute a material investment risk for our security holders.

In response to this Staff Comment, Marathon
plans to make the following disclosure in its Form 10-Q for the
quarterly period ended June 30, 2005.

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We suspended
all activities in Sudan in 1997 due to the imposition of sanctions by the U.S.
government, but continue to hold an interest in an exploration and production
sharing agreement.  Since the imposition
of these sanctions, we have derived no economic benefit from our Sudan interests.  We will continue to abide by all U.S.
sanctions related to Sudan and will not resume any activity regarding our
interests there until such time as we are permitted to do so under U.S. law.

We believe that the information contained in this letter is responsive
to the Staff’s Comment.

Please acknowledge receipt of this response letter by electronic
confirmation.

Please call Richard J. Kolencik at 713-296-2535 or Anthony
Wills at 713-296-2571, if you have any questions regarding this
submission.

  Very truly yours,

  /s/ Clarence P. Cazalot, Jr.

  Clarence P. Cazalot, Jr.

  President and Chief Executive Officer

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