Initial Statement of Beneficial Ownership


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Carlin Michele A

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/8/2009 

3. Issuer Name and Ticker or Trading Symbol

MOTOROLA INC [MOT]

(Last)        (First)        (Middle)

1303 EAST ALGONQUIN ROAD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
CVP, Human Resources /

(Street)

SCHAUMBURG, IL 60196       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Motorola, Inc. Common Stock   48400.3404   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)     (2) 7/28/2018   Motorola, Inc. - Common Stock   113000   $7.08   D  
 
Employee Stock Option (Right to Buy)     (3) 12/17/2013   Motorola, Inc. - Common Stock   20000   $4.41   D  
 
Employee Stock Option (Right to Buy)     (4) 5/7/2019   Motorola, Inc. - Common Stock   45000   $6.22   D  
 

Explanation of Responses:
( 1)  Includes shares acquired under the Motorola Employee Stock Purchase Plan.
( 2)  These options vest in four equal annual installments beginning on July 28, 2009.
( 3)  These options vest equally on December 17, 2009 and December 17, 2010.
( 4)  These options vest in four equal annual installments beginning on May 7, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carlin Michele A
1303 EAST ALGONQUIN ROAD
SCHAUMBURG, IL 60196


CVP, Human Resources

Signatures
Jennifer M. Lagunas on behalf of Michele A. Carlin, Corporate Vice President, Human Resources (Power of Attorney Attached) 10/15/2009
** 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 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.






Power of Attorney







 I hereby constitute and appoint Jeffrey A. Brown, Carol H. Forsyte,

A. Peter Lawson and Jennifer M. Lagunas, and each of them, acting alone

without any of the others, my true and lawful attorneys-in-fact and agents,

with full power of substitution and resubstitution, for me and in my name,

place and stead, in any and all capacities, to prepare, sign and file any

and all Forms 3, 4, 5 and 144 and any successor Forms (and any amendments

or corrections to all such forms, and any related documents or items,

including a Form ID and any other documents necessary to obtain codes and

passwords necessary to make electronic filings) which they deem needed or

desirable with the Securities and Exchange Commission and any and all stock

exchanges, granting unto said attorneys-in-fact and agents full power and

authority to do and perform each and every act and thing necessary or

appropriate in connection with this power and authority, hereby ratifying

and confirming all that said attorneys-in-fact and agents, or their

substitute or substitutes, may lawfully do or cause to be done by virtue

thereof.  This Power of Attorney shall remain in full force and effect

until I am no longer required to file Forms 3, 4, 5 and 144 with respect

to my holdings of and transactions in securities issued by Motorola, unless

earlier revoked by me in a signed writing delivered to the foregoing

attorneys-in-fact.





      By: /s/ Michele A. Carlin

       Michele A. Carlin



      Date: October 13, 2009