Sec Form 4/A Filing - BOYCE GREGORY H @ MARATHON OIL CORP - 2017-01-03

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BOYCE GREGORY H 2. Issuer Name and Ticker or Trading Symbol MARATHON OIL CORP [ MRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MARATHON OIL CORPORATION, 5555 SAN FELIPE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2017 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 01/04/2017 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Marathon Oil Corporation Common Stock 01/03/2017 A 9,853 ( 1 ) A $ 0 84,370.032 ( 2 ) D Marathon Oil Corporation Common Stock 01/03/2017 D 0.459 ( 3 ) D $ 0 84,369.573 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOYCE GREGORY H C/O MARATHON OIL CORPORATION 5555 SAN FELIPE ROAD HOUSTON, TX77056 X Signatures Kim Warnica, Attorney-in-Fact for Gregory H. Boyce 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Non-Retainer Annual Director Stock Unit Award granted under Marathon Oil Corporation 2016 Incentive Compensation Plan. These common stock units will vest on January 3, 2020 and be payable in shares of common stock. ( 2 )Includes dividends of 760.607 shares previously not reported pursuant to Rule 16a-11. ( 3 )Fractional stock units remaining upon vesting of common stock units on January 3, 2017 are forfeited pursuant to the terms of the Directors' Deferred Comp Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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