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):  January 11, 2005

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)	(Zip code)

(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:

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

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

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

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

Item 5.02 Departure of Directors or Principal Officers: Election of Directors; Appointment of Principal Officers

(b) Motorola, Inc. issued a press release on January 12, 2005, announcing that Mike S. Zafirovski, President and Chief Operating Officer, has decided to resign from the Company. He will remain in his officer positions until January 31, 2005 and will then serve the Company in an advisory role during the transition. Mr. Zafirovski will fulfill his remaining term as a member of the Motorola Board of Directors, but will not stand for re-election to Motorola’s Board of Directors in May 2005.

Item 9.01. Financial Statements and Exhibits.

(c) The following is filed as an Exhibit to this Report.

Exhibit No.	Document
99.1	Press Release by Motorola, Inc. dated January 12, 2005 announcing the resignation of Mike Zafirovski.

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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: January 13, 2005	By:	/S/    DAVID W. DEVONSHIRE
		David W. Devonshire
		Executive Vice President and
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Document
99.1	Press Release by Motorola, Inc. dated January 12, 2005 announcing the resignation of Mike Zafirovski.

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EX-99.1

Exhibit 99.1

President and COO Mike Zafirovski to Resign from Motorola

SCHAUMBURG, Ill. – 12 January 2005 – Motorola, Inc. (NYSE: MOT), today announced that Mike S. Zafirovski, 51, has decided to resign from the company. He will remain president and chief operating officer until 31 January and will then serve the company in an advisory role during the transition.

“On behalf of Motorola’s employees, customers and shareholders, I want to thank Mike for his many contributions to Motorola,” said Ed Zander, chairman and chief executive officer of Motorola. “Mike’s intense focus on improving the company’s operations and product quality has helped us execute on our commitments, enabling Motorola to achieve increased customer satisfaction and strong financial performance. I know Mike will be very successful in whatever he chooses to do next.”

“My experience at Motorola has been very rewarding,” said Zafirovski. “It’s been a great team effort, and I want to thank all the Motorola employees for their unmatched dedication, support and thirst for innovation. With the successful spin-off of our semiconductor business, Freescale, and our new organizational structure we have a stronger foundation in place today. I know Ed and the team will do a great job moving forward.

“This is a decision I have considered carefully and which I discussed at length with Ed. This is the right time for me to start considering other opportunities,” added Zafirovski.

Motorola recently announced a reorganization of its businesses and functions to align with the company’s strategy to make Motorola the world’s preeminent seamless mobility company. The presidents of the company’s four business groups, focused on mobile devices, networks, government and enterprise mobility solutions and connected home solutions, will report to Zander effective 31 January. Zafirovski will not stand for re-election to Motorola’s board of directors in May.

About Motorola

Motorola is a Fortune 100 global communications leader that provides seamless mobility products and solutions across broadband, embedded systems and wireless networks. In your home, auto, workplace and all spaces in between, seamless mobility means you can reach the people, things and information you need, anywhere, anytime. Seamless mobility harnesses the power of technology convergence and enables smarter, faster, cost-effective and flexible communication. Motorola had sales of US$27.1 billion in 2003. For more information: www.motorola.com.

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Exhibit 99.1

Media Contact:

Jennifer Weyrauch

Motorola

Jennifer.Weyrauch@motorola.com

(847) 435-5320