8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2006

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-7221	36-1115800
(Commission File Number)	(I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois	60196
(Address of Principal Executive Offices)	(Zipcode)

(847) 576-5000
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03 Material Modification to Rights of Security Holders

     On July 27, 2006, Motorola, Inc. (the “Company”) announced that its Board of Directors (the “Board”), at a regularly scheduled meeting, approved an amendment (the “Amendment”) to the Amended and Restated Rights Agreement, dated as of February 5, 2004, between the Company and Mellon Investor Services LLC, as Rights Agent (the “Rights Agreement”). The Amendment accelerates the termination of the Company’s preferred stock purchase rights (the “Rights”) from the close of business on November 20, 2008 to the close of business on August 1, 2006. The Amendment has the effect of terminating the Company’s shareholder rights plan effective August 1, 2006. The Amendment is filed with this report as Exhibit 4.1 and is incorporated herein by reference.

     On July 27, 2006, the Company also announced that the Board adopted a new governance policy on shareholder rights plans, which becomes effective after the expiration of the current Rights Agreement. The policy provides that the Board, by a majority vote of its independent directors, may adopt a new shareholder rights plan in the future, provided that any new shareholder rights plan must be subject to shareholder approval within twelve months of its adoption.

A copy of the press release announcing these matters is attached hereto as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     Upon the expiration of the Rights Agreement and the Rights on August 1, 2006, as described in Item 3.03 above, the Company will file a Certificate of Elimination with the Secretary of State of the State of Delaware eliminating the Certificate of Designations with respect to the Company’s Series B Junior Participating Preferred Stock which was issuable, under certain circumstances, upon exercise of the Rights.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

          The following exhibits are filed as part of this Report:

Exhibit
Number	Description
4.1	Amendment dated as of July 27, 2006 to Amended and Restated Rights Agreement between Motorola, Inc. and Mellon Investor Services LLC, as Rights Agent
99.1	Press Release by Motorola, Inc. dated July 27, 2006, announcing the termination of its shareholder rights plan and the implementation of a policy to seek shareholder approval of any future rights plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOTOROLA, INC.
Dated: July 27, 2006	By:	/s/ David W. Devonshire
		David W. Devonshire
		Executive Vice President and Chief Financial Officer

EX-4.1

Exhibit 4.1

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT

          This Amendment, dated as of July 27, 2006 (this “Amendment”), amends that certain Amended and Restated Rights Agreement, dated as of February 5, 2004 (the “Amended and Restated Rights Agreement”), between Motorola, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Amended and Restated Rights Agreement.

          WHEREAS, pursuant to Section 26 of the Amended and Restated Rights Agreement, the Board of Directors (the “Board”) of the Company may, and the Rights Agent shall, if so directed, from time to time supplement or amend any provision of the Amended and Restated Rights Agreement in accordance with the provisions of Section 26 thereof;

          WHEREAS, the Board has determined that it is in the best interest of the Company and its stockholders to amend the Amended and Restated Rights Agreement as set forth herein; and

          WHEREAS, all acts necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Board and the Rights Agent.

          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and intending to be legally bound, the parties hereto agree as follows:

     A. Amendment of Section 1(s). Section 1(s) of the Amended and Restated Rights Agreement is hereby amended and supplemented by deleting “‘Expiration Date’ means the Close of Business on November 20, 2008.” and replacing it with the following:

     "'Expiration Date’ means the Close of Business on August 1, 2006.”

     B. Amendment of Exhibits. The Exhibits to the Amended and Restated Rights Agreement shall be restated to reflect this Amendment, including all conforming changes.

     C. Effectiveness. This Amendment shall be deemed effective as of the date first written above, as if executed on such date.

     D. Governing Law. This Amendment shall be deemed to be a contract under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

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     E. Severability. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.

     F. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together constitute but one and the same original.

[Signature page follows.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, as of the date first set forth above.

MOTOROLA, INC.
By:	/s/ David W. Devonshire
	Name:	David W. Devonshire
	Title:	Executive Vice President and Chief Financial Officer
MELLON INVESTOR SERVICES LLC
By:	/s/ Thomas Blatchford
	Name:	Thomas Blatchford
	Title:	Client Relationship Executive

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EX-99.1

Exhibit 99.1

Motorola Announces Decision to Terminate Shareholder Rights Plan

Also Implements Policy to Seek Shareholder Approval of Any Future Plan

SCHAUMBURG, Ill. — 27 July 2006 — Motorola, Inc. (NYSE: MOT) announced that its Board of Directors has voted to terminate the company’s shareholder rights plan (a device which is sometimes referred to as a “poison pill”). Additionally, Motorola has established a new governance policy providing that any new shareholder rights plan must be subject to shareholder approval within twelve months of its adoption. Subject to this requirement, the Board, by a majority vote of its independent directors, maintains the flexibility to adopt a new shareholder rights plan in the future.

“Our decision to terminate the shareholder rights plan and establish this new policy reflects the Board’s continuing commitment to corporate governance best practices,” said Ed Zander, Motorola Chairman and Chief Executive Officer. “The Board believes that our new policy is responsive to our shareholders’ concerns and also adequately protects our shareholders’ best interests.”

The Board’s actions will accelerate the expiration date of the Company’s current shareholder rights plan to August 1, 2006. It was due to expire in November 2008. The shareholder rights plan being terminated was put in place in 1998 to help assure that all Motorola shareholders receive fair treatment and value in the event of an unsolicited attempt to gain control of the Company.

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About Motorola
Motorola is known around the world for innovation and leadership in wireless and broadband communications. Inspired by our vision of Seamless Mobility, the people of Motorola are committed to helping you get and stay connected simply and seamlessly to the people, information, and entertainment that you want and need. We do this by designing and delivering “must have” products, “must do” experiences and powerful networks — along with a full complement of support services. A Fortune 100 company with global presence and impact, Motorola had sales of US $35.3 billion in 2005. For more information about our company, our people and our innovations, please visit www.motorola.com.

Media Contact:
Jennifer Weyrauch
+1-847-435-5320
Jennifer.Weyrauch@motorola.com

MOTOROLA and the stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners.
^© Motorola, Inc. 2006