UPDATE 1-Marathon Oil in talks to sell Alberta oil sands stake
* In talks to sell part of its 20 pct stake in Athabasca

State-run India company reported to approach Marathon

Oct 24 (Reuters) - Marathon Oil Corp said on Wednesday it is in negotiations to sell a portion of its 20 percent stake in the Athabasca Oil Sands Project in Canada as part of a strategy to shed less profitable assets.

Marathon and a number of other exploration and production companies, including ConocoPhillips, have put billions dollars of oil and gas properties up for sale in a bid to focus capital on projects that generate higher returns.

No sale of the non-operated Athabasca interest can be assured, Houston-based Marathon said.

Earlier this month, sources with knowledge of the matter told Reuters that Indian state-run exploration company Oil and Natural Gas Corp planned to approach Marathon about buying half of its interest in the Athabasca Oil Sands Project in northern Alberta..

A spokeswoman for Marathon was not immediately available to comment.

Marathon, which spun off its refining business last year, has said it expects to raise up to $3 billion in asset sales through 2013. So far, it has agreements totaling $1.1 billion, Marathon said.

That figure includes the pending sale of its Alaska Cook Inlet assets for $375 million. Also for sale are 100,000 ``non-core'' acres in the Eagle Ford Basin in South Texas, where Marathon is drilling for oil..

Shares of Marathon fell 2 cents to $29.54 in morning New York Stock Exchange Trading