Summary of MARATHON OIL CORP

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Stat

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 29, 2008, the Board of Directors of Marathon Oil Corporation, acting upon the recommendation of its Corporate Governance and Nominating Committee, adopted and approved amendments to Marathon's by-laws which: (1) provide for the right of stockholders who, individually or collectively, own 25% or more of the outstanding shares of common stock of Marathon to request that a special meeting of stockholders (previously, a special meeting of stockholders could only be called pursuant to action of Marathon's Board of Directors); (2) increase the advance-notice time frames set forth in Article I, Sections 1.3 and 1.4, to provide for any notice of a stockholder proposal subject to those provisions to be received at Marathon's principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the mailing date of the proxy statement for the preceding year's annual meeting of stockholders (the by-laws previously provided for the receipt of any such notice not less than 45 days nor more than 75 days prior to such anniversary date); and (3) provide for additional requirements for stockholders nominating directors or submitting proposals to disclose (a) other stockholder(s) acting in concert with a nomination or proposal, (b) any hedging or other transaction or series of transactions to mitigate potential stock losses, and (c) a description of any agreement, arrangement or understanding with respect to such nomination. The foregoing is merely a summary of the material amendments to Marathon's by-laws and is qualified in its entirety by the amended and restated by-laws, a copy of which is included as Exhibit 3.1 to this Form 8-K and is incorporated into this Item 5.03 by reference.

The changes to the advance-notice time frames set forth in Article I, Sections 1.3 and 1.4 will now require stockholder proposals that are submitted outside the process for inclusion in our 2009 proxy statement for the 2009 annual stockholder meeting, to be received by our corporate secretary on or after November 14, 2008 and no later than December 14, 2008.