(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Amount

to be

registered

Proposed

maximum

offering price

per share (3)

Proposed

maximum

aggregate

offering price (3)

Amount of

registration fee

Common stock, par value $0.01 per share

Represents the maximum number of shares of common stock, par value $0.01 per share (“Common Stock”), of Marathon Petroleum Corporation (the “Registrant”) issuable pursuant to the Andeavor 401(k) Plan (the “Plan”) being registered hereon. The Plan is to be continued by the Registrant in connection with the transactions by which Marathon has agreed to acquire Andeavor through the merger of Mahi Inc. with and into Andeavor (with Andeavor surviving as a wholly owned subsidiary of the Registrant) and the merger of Andeavor with and into Andeavor LLC (with Andeavor LLC surviving as a wholly owned subsidiary of the Registrant) (the “Merger”), which Merger is expected to close on October 1, 2018.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers such additional shares of Common Stock as may become issuable pursuant to the anti-dilution provisions of the Plan. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.

Estimated solely for the purposes of determining the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act, on the basis of the average of the high and low sale prices for the Common Stock as reported on the New York Stock Exchange on September 26, 2018, which is a date within five business days prior to filing.

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 (Commission File No. 001-35054), filed with the Commission on February 28, 2018;

Annual Report on Form 11-K for the year ended December 31, 2017 (Commission File No. 001-03473), filed by the Plan on June 18, 2018;

The Registrant’s Quarterly Reports on Form 10-Q for the period ended March 31, 2018 (Commission File No. 001-35054), filed with the Commission on April 30, 2018, and for the period ended June 30, 2018 (Commission File No. 001-35054), filed with the Commission on August 6, 2018;

The Registrant’s Current Reports on Form 8-K (Commission File No. 001-35054), filed with the Commission on: January 4, 2018; February 1, 2018 (reporting Items 5.03 and 9.01); February 2, 2018; April 30, 2018 (reporting Items 1.01, 8.01 and 9.01); May 1, 2018; June 6, 2018 (with respect to only Item 8.01); July 3, 2018; July 25, 2018; August 10, 2018; August 31, 2018; September 14, 2018; September 18, 2018; and September 24, 2018; and

The description of the Registrant’s Common Stock under the caption “Description of Capital Stock” in the Registrant’s Registration Statement on Form 10 filed with the Commission on January 25, 2011, as amended, including any subsequently filed amendments and reports updating such description.

Exhibit

Number

Description

Certificate of Amendment of Restated Certificate of Incorporation of Marathon Petroleum Corporation (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2018 (file no. 001-35054) and incorporated herein by reference).

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

/s/ Gary R. Heminger

Gary R. Heminger

Chairman of the Board and Chief Executive Officer

(principal executive officer)

/s/ Timothy T. Griffith

Timothy T. Griffith

Senior Vice President and Chief Financial Officer

(principal financial officer)

/s/ John J. Quaid

John J. Quaid

Vice President and Controller

(principal accounting officer)

*

Abdulaziz F. Alkhayyal

Director

*

Evan Bayh

Director

*

Charles E. Bunch

Director

*

Steven A. Davis

Director

*

Donna A. James

Director

*

James E. Rohr

Director

*

Frank M. Semple

Director

*

J. Michael Stice

Director

*

John P. Surma

Director

This Registration Statement has been signed on behalf of the above directors by Gary R. Heminger, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit 24.1 to this Registration Statement.

/s/ Gary R. Heminger