Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION

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FORM S-8

Registration Statement Under
the Securities Act of 1933

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MOTOROLA, INC.

1303 East Algonquin Road
Schaumburg, Illinois 60196
(Address of Principal Executive Offices)

MOTOROLA, INC.

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CALCULATION OF REGISTRATION FEE

(1) The Obligations under the Motorola Management Deferred Compensation Plan (the “Plan”) are unsecured debt obligations of Motorola, Inc. to pay deferred compensation in the future in accordance with the terms of the Plan.

(2) Estimated solely for the purpose of calculating the registration fee.

 

PART I

The contents of Registration Statement No. 333-53120 are incorporated herein by reference.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the “Securities Act”) and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Schaumburg, State of Illinois, on the 6th day of April, 2005.

	MOTOROLA, INC.
	By:	/s/ DAVID W. DEVONSHIRE
		David W. Devonshire,
		Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

      Each of the undersigned hereby constitutes and appoints Edward J. Zander, David W. Devonshire and Steven J. Strobel, and each of them, with full power of substitution and resubstitution, as attorneys for him or her and in his or her name, place and stead, and in any and all capacities, to execute and file any amendments, supplements or statements with respect to this Registration Statement, hereby giving and granting to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the premises, as fully, to all intents and purposes, as he or she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorney, or any of them, or their or his substitute or substitutes, may or shall lawfully do, or cause to be done, by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 6th day of April, 2005.

 

 

EXHIBIT INDEX