Marathon Oil (MRO)

Description of Capital Stock

Marathon’s authorized capital stock consists of:

·                                          1,100,000,000 shares of common stock; and

·                                          26,000,000 shares of preferred stock, issuable in series.

Each authorized share of common stock has a par value of $1.00. The authorized shares of preferred stock have no par value. As of April 30, 2007, 342,978,266 shares of common stock were issued and outstanding, and 24,873,292 shares of common stock were held as treasury shares. As of April 30, 2007, no shares of Marathon’s preferred stock were issued and outstanding.

                In the discussion that follows, Marathon has summarized the material provisions of its restated certificate of incorporation and by-laws relating to its capital stock. This discussion is subject to the relevant provisions of Delaware law and is qualified in its entirety by reference to Marathon’s restated certificate of incorporation and by-laws. You should read the provisions of the restated certificate of incorporation and by-laws as currently in effect for more details regarding the provisions described below and for other provisions that may be important to you. Marathon has included those documents as exhibits to this report by incorporating them by reference to the exhibits to its current report on Form 8-K dated April 25, 2007, which Marathon filed with the SEC on April 25, 2007.  You can read and copy those exhibits at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain copies by mail from the public reference room at that address, at prescribed rates. You can also access those exhibits over the Internet at the Web site maintained by the SEC, at http://www.sec.gov, which includes electronic versions of filings Marathon makes with the SEC.  You can also request copies of those exhibits, at no cost, by writing or telephoning Marathon at the following address or telephone number:

Marathon Oil Corporation
5555 San Felipe Road
Houston, TX 77056-2723
Attention: Corporate Secretary
Telephone: (713) 629-6600

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