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EXHIBIT 10(d)

                              MARATHON OIL COMPANY
                       ANNUAL INCENTIVE COMPENSATION PLAN
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1. PURPOSE

    The objectives of the Plan are to advance the interests of the Company by
     providing officers and key employees incentive opportunities in order that
     the Company might attract, retain and motivate outstanding personnel by:

     a)   providing compensation opportunities which are competitive with those
           of other major corporations of comparable size in similar businesses;

     b)   supporting the Company's goal-setting and strategic planning process;
           and

     c)   motivating officers and key employees to achieve annual business goals
           and contribute to team performance by allowing them to share in the
           risks and rewards of the business.

2. DEFINITIONS

     The following definitions shall be applicable:

     Award - an award granted under the Annual Incentive Compensation Plan.

     Board - The Board of Directors of Marathon Oil Company.

     Committee - The Salary & Benefits Committee of Marathon Oil Company to
     which is delegated the responsibility of administering the Program.

     Company - Marathon Oil Company, together with its participating subsidiary
     companies.

     Participant - An officer or key employee of the Company designated by the
     Committee to be eligible to receive incentive compensation under the Plan.

3. ADMINISTRATION

     The Plan will be administered by the Committee, which will interpret the
     Plan, establish administrative rules, select officers or key employees for
     participation in the Plan and take other necessary action. Determinations
     and actions by the Committee shall be final and binding upon Participants
     and their legal representatives and, in the case of deceased Participants,
     upon their executors, administrators, estates, beneficiaries, heirs and
     legatees.

4. AMOUNT AVAILABLE FOR PLAN

     The Compensation Committee of USX Corporation, upon the recommendation of
     the Committee, shall determine the aggregate amount, which may be awarded
     with respect to each year.

5. INCENTIVE AWARDS

     Within the limits of the Plan, the Committee may annually make incentive
     awards stated in U. S. dollars to eligible Participants. Incentive awards
     may be granted to those Participants who have contributed substantially to
     the success of the Company or its subsidiaries. In making its
     determination, the Committee, or its delegatees, shall consider the
     positions, responsibilities and accomplishments of the eligible employees;
     the performance of the respective individuals; and the overall performance
     and best interests of the Company.


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EXHIBIT 10(d)



     If a Participant retires during the year with respect to which the awards
     are made, the Committee may grant a prorated award, and it shall be based
     on the number of months of active employment. If a Participant dies during
     the year, the Committee may grant a prorated award to the employee's
     estate. The Committee reserves the right to grant, deny, or limit the
     amount of an Award to any Participant. Further, the Board may, from time to
     time, amend, suspend or terminate the Plan in whole or in part. If it is
     suspended or terminated, the Board may reinstate any or all of the
     provisions of the Plan.

6. PAYMENT OF INCENTIVE AWARDS

     The Committee will pay each participant in the Plan the award in cash as
     soon as practical following the grant of the award. Awards are subject to
     income and payroll tax withholding and are included in "gross pay" for
     purposes of benefit calculations under the Retirement Plan and for purposes
     of Thrift Plan contributions (unless the Award is paid after the
     Participant retires). No award will be paid to a person who terminates or
     is discharged prior to payment of the award.

7. EFFECTIVE DATE

     This Plan shall become effective upon adoption by the Board.


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