Marathon Oil (MRO)

4. Related Party Transactions

Related parties include:

•

Ashland Inc. ("Ashland"), which holds a 38 percent ownership interest in MAP, a consolidated subsidiary;

•

GEPetrol, which holds a 25 percent ownership interest in EGHoldings, a consolidated subsidiary; and

•

Equity method investees. See "Principal Unconsolidated Investees" on page F-41 for major investees.

Management believes that transactions with related parties were conducted under terms comparable to those with unrelated parties.

        Related party sales to Ashland and PTC consist primarily of petroleum products. Revenues from related parties were as follows:

        Purchases from related parties were as follows:

        Receivables from related parties were as follows:

^(a)

Receivables relate to invoices paid by Marathon on behalf of Alba Plant LLC.

        Payables to related parties were as follows:

        MAP has a $190 million uncommitted revolving credit agreement with Ashland. Interest on borrowings is based on defined short-term borrowing rates. At December 31, 2004 and 2003, there were no borrowings against this facility. Interest paid to Ashland for borrowings under this agreement was less than $1 million for 2004, 2003 and 2002.

        Cash held in escrow for future contributions to EGHoldings from GEPetrol of $66 million is classified as restricted cash and is included in investments and long-term receivables as of December 31, 2004.