Marathon Oil Corporation Prices Common Stock Offering

Marathon Oil Corporation (NYSE: MRO) reports that its public offering of 30 million shares of its common stock has been priced at $30.00 per share for gross proceeds of $900 million. Marathon intends to use the net proceeds of the offering to help retire debt it expects to assume in connection with its recently announced agreement to acquire Ashland Inc.'s minority interest in Marathon Ashland Petroleum LLC (MAP), a transaction the company expects to close in the fourth quarter of this year, or to retire currently outstanding long-term debt.

The offering was made under Marathon's existing shelf registration statement filed with the Securities and Exchange Commission in September 2002. The company also has granted the underwriters an option to purchase up to an additional 4.5 million shares of its common stock at the offering price of $30.00 to cover over-allotments.

Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated are acting as joint book-running managers for the offering. A copy of the preliminary prospectus supplement and the accompanying prospectus relating to the offering can be obtained from Morgan Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New York, NY, 10036; or from Citigroup Global Markets Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York, 11220.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.