SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss. 240.14a-12

                                 Motorola, Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                                Icahn Onshore LP
                                CCI Onshore Corp.
                          Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                       Icahn Partners Master Fund III L.P.
                                Icahn Offshore LP
                               CCI Offshore Corp.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                  Carl C. Icahn

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

     2) Aggregate number of securities to which transaction applies:

     3) Per unit price or other  underlying  value of  transaction  computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
     paid previously.  Identify the previous filing by registration  statement
     number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:





     Mr.  Icahn  has  issued  a press  release  today,  a copy of which is filed
herewith as Exhibit 1.


SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND  CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION.  THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE  AVAILABLE AT NO CHARGE AT THE  SECURITIES  AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.






                                                                       EXHIBIT 1


ISS RECOMMENDS STOCKHOLDERS OF MOTOROLA (NYSE:MOT) VOTE FOR

CARL ICAHN ON THE GOLD PROXY CARD




New York, NY, April 25, 2007 - Carl C. Icahn today announced that  Institutional
Shareholder  Services (ISS) has recommended that stockholders of Motorola,  Inc.
vote  their  shares  FOR the  election  of Mr.  Icahn to the  Motorola  board of
directors  on the GOLD proxy card at  Motorola's  May 7, 2007 Annual  Meeting of
Stockholders.  ISS,  one  of  the  nation's  leading  independent  proxy  voting
advisors, provides voting recommendations to more than 1,500 major institutional
funds, mutual funds and fiduciaries.

Noting that "MOT has significantly underperformed its peers over recent quarters
and by most  accounts is expected to struggle  the  remainder  of the year," ISS
concluded that "Icahn has a positive track record for creating shareholder value
across a diverse universe of industries" and that "the financial and operational
performance  of the  company  and the  dissident's  skill set and  track  record
establish  both  the need for  change  and the  dissident's  ability  to  effect
change."(1)

"I am  gratified  that  ISS  has  seen  the  need  for  significant  stockholder
representation  on the Motorola  board."  stated Mr. Icahn.  "Motorola has great
potential but has recently made some  unfortunate  decisions.  I expect that the
broad  experience  and proven  abilities  I can bring to the board will  benefit
Motorola stockholders as the Company works through its problems. The questions I
would ask, the  conclusions I would reach and the positions I would adopt in the
Motorola  boardroom  would  all be  grounded  in the fact  that I am an owner of
Motorola  and am  solely  interested  in  what is best  for the  Company  and it
stockholders."

Stockholders  who have previously  voted  Motorola's white proxy card have every
right to change their vote and can do so by voting the GOLD proxy by  telephone,
by Internet  or by signing,  dating and  returning  the GOLD card today.  Anyone
needing  assistance  in voting  their  shares  may  contact  Mr.  Icahn's  proxy
solicitor, Innisfree M&A Incorporated, toll-free at 877-825-8772.

CONTACT: Susan Gordon (212) 702-4309

SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND  CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION.  THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE  AVAILABLE AT NO CHARGE AT THE  SECURITIES  AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.


- -------------------------
(1) Permission  from the author has been neither sought nor obtained for the use
of these quotations.