FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Henderson Michael A 2. Date of Event Requiring Statement (MM/DD/YYYY)
5/4/2020 

3. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [MRO]
(Last)       (First)       (Middle)
5555 SAN FELIPE ST
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Senior VP, Operations /
(Street)
HOUSTON, TX 77056      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock  212882 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)  5/25/2014  5/25/2021  Common Stock  5842.0  $33.06  D   
Employee Stock Option (Right to Buy)  2/28/2015  2/28/2022  Common Stock  933.0  $35.06  D   
Employee Stock Option (Right to Buy)  8/31/2015  8/31/2022  Common Stock  1621.0  $27.82  D   
Employee Stock Option (Right to Buy)  4/8/2016  4/8/2023  Common Stock  1380.0  $32.84  D   
Employee Stock Option (Right to Buy)  10/7/2016  10/7/2023  Common Stock  5389.0  $34.72  D   
Employee Stock Option (Right to Buy)  4/7/2017  4/7/2024  Common Stock  15876.0  $34.9  D   
Employee Stock Option (Right to Buy)   (2) 2/28/2028  Common Stock  27174.0  $14.52  D   
Employee Stock Option (Right to Buy)   (2) 2/27/2029  Common Stock  23529.0  $16.79  D   
Employee Stock Option (Right to Buy)   (3) 2/19/2030  Common Stock  41666.0  $10.47  D   

Explanation of Responses:
(1)  Includes 22,922 shares of restricted stock granted under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vests in full three years from 2/19/2020; includes 26,206 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 2/27/2019; includes 15,496 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 2/28/2018; and includes 75,529 shares of restricted stock granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in full three years from 7/1/2017.
(2)  Employee stock option granted under Marathon Oil Corporation's 2016 Incentive Compensation Plan, which vests in three equal, annual installments beginning one year from the date of grant.
(3)  Employee stock option granted under Marathon Oil Corporation's 2019 Incentive Compensation Plan, which vests in three equal, annual installments beginning one year from the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Henderson Michael A
5555 SAN FELIPE ST
HOUSTON, TX 77056


Senior VP, Operations

Signatures
Anna Jones, Attorney-in-Fact for Michael A. Henderson 5/6/2020
**Signature of Reporting Person Date
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