SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOLONEY DANIEL M

(Last)

(First)

(Middle)

101 TOURNAMENT DRIVE

(Street)

HORSHAM

19044

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOTOROLA INC [ MOT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Pres, Connected Home Solu

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Motorola, Inc. - Common Stock	10/31/2005		M		60,000	A	$7.2745	92,880.376 ^{( 1 )}	D
Motorola, Inc. - Common Stock	10/31/2005		M		10,000 ^{( 2 )}	A	$11.99 ^{( 2 )}	102,880.376 ^{( 1 )}	D
Motorola, Inc. - Common Stock	10/31/2005		S		20,000	D	$22.05	82,880.376 ^{( 1 )}	D
Motorola, Inc. - Common Stock	10/31/2005		S		50,000	D	$22.07	32,880.376 ^{( 1 )}	D
Motorola, Inc. - Common Stock								9,555	I	Held in the Motorola 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.2745	10/31/2005		M			60,000	05/06/2004 ^{( 3 )}	05/06/2013	Common Stock	60,000	$0	177,340	D
Employee Stock Option (Right to Buy)	$11.99 ^{( 2 )}	10/31/2005		M			10,000 ^{( 2 )}	02/14/2003 ^{( 4 )}	02/14/2012	Common Stock	10,000 ^{( 2 )}	$0	101,760 ^{( 2 )}	D

Explanation of Responses:

1. Includes shares acquired under the Mellon Investor Services Program.

2. The number of shares subject to the option and the exercise price per share have been adjusted to reflect the distribution by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor, Inc.. This option was previously reported as covering 100,000 shares at the time of grant at an exercise price per share of $13.40.

3. This option vests as follows: 76,835 shares on 5/6/04; 76,835 shares on 5/6/05; 76,835 shares on 5/6/06 and 76,835 shares on 5/6/07.

4. This option vests as follows: 11,176 shares on 2/14/03; 22,352 shares on 2/14/04; 33,528 shares on 2/14/05 and 44,704 shares on 2/14/06.

Remarks:

	Carol Forsyte on behalf of Daniel M. Moloney, Executive Vice President, President, Connected Home Solutions, Motorola, Inc. (Power of Attorney on File)	11/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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