Edgar Filing: BROWN GREGORY

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROWN GREGORY

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, Networks & Enter

(Last)

(First)

(Middle)

1301 E. ALGONQUIN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2006

(Street)

SCHAUMBURG, IL 60196

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/20/2006		M		92,640	A	$ 7.7398	616,004 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		6,040	D	$ 23.36	609,964 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		7,700	D	$ 23.35	602,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		5,000	D	$ 23.34	597,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		12,000	D	$ 23.32	585,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		5,000	D	$ 23.31	580,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		42,000	D	$ 23.3	538,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		4,000	D	$ 23.28	534,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		10,000	D	$ 23.27	524,264 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/20/2006		S		900	D	$ 23.26	523,364 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/23/2006		S		16,500	D	$ 23.25	506,864 ⁽¹⁾	D
Motorola, Inc. - Common Stock	10/23/2006		S		1,437	D	$ 23.26	505,427 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 7.7398

10/20/2006

92,640

⁽²⁾

01/01/2013

Motorola, Inc. Common Stock

92,640

$ 0

223,520

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN GREGORY 1301 E. ALGONQUIN ROAD SCHAUMBURG, IL 60196			EVP, Pres, Networks & Enter

Signatures

Carol Forsyte on behalf of Gregory Q. Brown, Executive Vice President, President, Networks and Enterprise Business, Motorola, Inc. (Power of Attorney on File)		10/24/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Includes Restricted Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person when and as dividends were paid on Motorola common stock.
(2)	This option vests as follows: 55,880 shares on 1/1/04; 111,760 shares on 1/1/05; 167,640 shares on 1/1/06 and 223,520 shares on 1/1/07.

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