UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 ----------------------- Date of Report (Date of earliest event reported): April 23, 2002 MARATHON OIL CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-5153 25-0996816 ------------------------ ----------------- --------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification Incorporation) Number) 5555 San Felipe Road, Houston, TX 77056-2723 ----------------------------------------------- (Address of Principal Executive Offices) (713) 629-6600 ------------------------------ (Registrant's telephone number, including area code) ITEM 7. Financial Statements and Exhibits (c) Exhibits 99.1. Marathon Oil Corporation updated Outlook section. ITEM 9. Regulation FD Disclosure On April 23, 2002, Marathon Oil Corporation filed a current report on Form 8-K furnishing information under Regulation FD to update the Outlook section of its Form 10-K for the fiscal year ended December 31, 2001. This amendment is being filed to provide clarification to certain updated information. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARATHON OIL CORPORATION By: /s/ A. G. Adkins ----------------------------- A. G. Adkins Vice President - Accounting and Controller Dated: April 26, 2002