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 *
LEWENT JUDY C
   2. Issuer Name and Ticker or Trading Symbol
MOTOROLA INC [MOT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
MERCK AND CO., INC., ONE MERCK DRIVE, P.O. BOX 100		 3. Date of Earliest Transaction (Month/Day/Year)
05/05/2006
(Street)

WHITEHOUSE STATION, NJ 08889-0100		 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)
Code V Amount (A) or (D) Price
Motorola, Inc. - Common Stock 05/05/2006   M(1)(2)   3,352 A $ 19.69 56,604 D  
Motorola Inc. -- Common Stock 05/05/2006   S(1)(2)   3,352 D $ 22.06 53,252 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Motorola, Inc.--Common Stock $ 19.69 05/05/2006   S     3,352 06/03/1997 06/03/2006 Motorola, Inc. -- Common Stock 3,352 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEWENT JUDY C
MERCK AND CO., INC.
ONE MERCK DRIVE, P.O. BOX 100
WHITEHOUSE STATION, NJ 08889-0100		   X      

Signatures

 Carol Forsyte on behalf of Judy C. Lewent, Director, Motorola, Inc. (Power of Attorney on File)   05/08/2006
**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) The number of shares subject to the option and exercise price per share have been adjusted to reflect the 3-for 1 stock split of Motorola common stock on June 1, 2000 and the distribution by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor Inc. This option was previously reported as covering 1,000 shares at the time of the grant at an aoption exercise price per share of $66.00.
(2) The number of shares subject to the option and the exercise price per share have been adjusted to reflect the distribtuion by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor, Inc. This option was previously reported as covering 3,000 shares at the time of the grant at an option exercise price per share of $22.00.

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