Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 17, 2009, Marathon Oil Corporation ("Marathon") completed the sale of $700,000,000 aggregate principal amount of its 6.50% Senior Notes due 2014 and $800,000,000 aggregate principal amount of its 7.50% Senior Notes due 2019 (collectively, the "Notes"), which were sold pursuant to an underwriting agreement (the "Underwriting Agreement"). The Notes were issued under an Indenture dated February 26, 2002 between Marathon and The Bank of New York Mellon Trust Company, N.A., successor in interest to JPMorgan Chase Bank, as Trustee, relating to senior debt securities of Marathon (the "Senior Indenture"). The Underwriting Agreement, the Senior Indenture and the forms of the Notes are included as exhibits to this current report and are incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

1.1 Underwriting Agreement dated February 11, 2009 among Marathon and Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities, as representatives of the several underwriters named therein.

4.1 Indenture dated February 26, 2002 between Marathon and The Bank of New York Mellon Trust Company, N.A., successor in interest to JPMorgan Chase Bank, as Trustee, relating to senior debt securities of Marathon (incorporated by reference to Exhibit 4.4 to Marathon's Registration Statement on Form S-3 filed with the SEC on July 26, 2007 (Reg. No. 333-144874)).

4.2 Officers' Certificate delivered pursuant to Sections 1.02, 2.01, 3.01 and 3.03 of the Senior Indenture, dated as of February 17, 2009, providing for the issuance of Marathon's 6.50% Senior Notes due 2014 and 7.50% Senior Notes due 2019.

4.3 Form of Notes (included in Exhibit 4.2 above).

5.1 Opinion of Baker Botts L.L.P.

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