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)

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     The attached letter to  stockholders of Motorola,  Inc., a copy of which is
filed  herewith as Exhibit 1, was published as an  advertisement  in Wall Street
Journal.


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


                                 AN OPEN LETTER
                               FROM CARL C. ICAHN
                                       TO
                          FELLOW MOTOROLA STOCKHOLDERS


                                  CARL C. ICAHN
                          767 FIFTH AVENUE, SUITE 4700
                               NEW YORK, NY 10153


DEAR FELLOW MOTOROLA STOCKHOLDERS:

I am  writing  to you  today  to ask for your  support  for my  election  to the
Motorola,  Inc. Board of Directors at the Annual Meeting of  Stockholders on May
7, 2007.

I and my  affiliates  currently  own over 68 million  shares of Motorola  common
stock,  with a market  value of over $1.2  billion.  I have been a  professional
investor  for  almost  forty  years.  I seek out  companies  that I believe  are
undervalued  by the  market  -- I seek  them out and I  invest.  Just  like you.
Whether  it's 100 shares or 100 million -- we invest in the hope and belief that
the market will recognize that overlooked  value and we'll prosper.  Often these
undervalued  companies  have  stumbled  --  they  look  broken  and  are  valued
accordingly.  There is no expectation that an owner with a large enough stake to
matter will step up and take the necessary action. I am fortunate enough to have
both the means and the inclination to do just that.

MOTOROLA HAS  STUMBLED,  AND  STUMBLED  BADLY.  Over the past 6 months,  on this
board's watch, almost $20 billion of market value, of stockholder value, of your
money,  has  disappeared.  Motorola has suffered a critical failure in oversight
and  leadership  that  must  be  addressed.  IT IS A  GREAT  COMPANY  WITH  GOOD
EMPLOYEES, BUT HAS BEEN SHAKEN BY LEADERSHIP SETBACKS THAT I BELIEVE COULD HAVE,
AND IN FACT SHOULD HAVE,  BEEN AVERTED.  As things  deteriorated,  CEO Ed Zander
according to the Wall Street Journal  shouted at an office  meeting,  "I love my
job.  I hate my  customers"  --  which  reportedly  became  one of his  favorite
phrases.* IT SOUNDS LIKE  SOMETHING  STRAIGHT OUT OF ALICE IN  WONDERLAND.  When
Cingular Wireless,  one of Motorola's biggest customers launched its 3G service,
Motorola  had no  handsets to offer to  Cingular.  Instead,  Cingular  got their
phones from Samsung. "We let that customer down", said Ron Garriques (then a top
Motorola  Executive).*  RECENTLY ED ZANDER HAS SAID  "PERFORMANCE  AT OUR MOBILE
DEVICE  BUSINESS  IN THE FIRST  QUARTER WAS  UNACCEPTABLE."**  AND YET THE BOARD
"PLAYED ON" WITH BUSINESS AS USUAL AT MOTOROLA.

I AM  CONVINCED  THAT  SIGNIFICANT  STOCKHOLDER  REPRESENTATION  IN THE MOTOROLA
BOARDROOM,  EVEN BY A SINGLE DIRECTOR,  IS ABSOLUTELY NECESSARY AT THIS TROUBLED
COMPANY.

I am not alone in my belief. Both Institutional  Shareholder  Services (ISS) and
PROXY Governance,  INC., highly respected  organizations  providing proxy voting
and  corporate  governance  advice to  institutional  investors and mutual funds
worldwide,  have  recommended that their clients vote the GOLD proxy to elect me
to the Motorola board. Consider what they had to say about my candidacy:

o        ISS - "... MOT HAS SIGNIFICANTLY  UNDERPERFORMED  ITS PEERS OVER RECENT
         QUARTERS AND BY MOST  ACCOUNTS IS EXPECTED TO STRUGGLE THE REMAINDER OF
         THE  YEAR."  "...  ICAHN  HAS A  POSITIVE  TRACK  RECORD  FOR  CREATING
         SHAREHOLDER  VALUE ACROSS A DIVERSE  UNIVERSE OF INDUSTRIES  ...." "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." "...WE CONCLUDE
         THAT  THE  PRESENCE  OF  ICAHN  ON THE MOT  BOARD  WOULD  LIKELY  PROVE
         BENEFICIAL TO LONG-TERM SHAREHOLDER VALUE."***

o        PROXY  Governance,  INC.  - "WE  BELIEVE  ICAHN CAN  BRING A  DIFFERENT
         PERSPECTIVE  TO THE BOARD  AND HAS A KEEN  SENSE ON HOW TO ADD VALUE TO
         BOTH LONG-TERM AND SHORT-TERM  SHAREHOLDERS."  "ICAHN'S  WILLINGNESS TO
         TACKLE IMPORTANT GOVERNANCE MATTERS ONLY STRENGTHENS OUR OPINION FOR AN
         ICAHN  SEAT."  "...WE  FEEL HE BRINGS A SET OF SKILLS AND  PERSPECTIVES
         THAT WILL BE ADDITIVE TO THE BOARD,  BASED UPON THE NEARLY FOUR DECADES
         THAT HE HAS SPENT ANALYZING, OWNING AND RUNNING COMPANIES."****

I am not seeking  control of Motorola.  Your vote on the GOLD proxy will be cast
not only for me, but for eleven of the twelve current  directors of the CompanY.
I AM SEEKING A SINGLE SEAT, A SINGLE VOICE, ASKING FOR ACCOUNTABILITY INSTEAD OF
"BUSINESS AS USUAL." I am asking you to give me the opportunity to contribute my
skills and abilities to its  leadership  and my talents and  experience  towards
shaping its future. My experience and success speak for themselves.  My activist
investments over the past 2 years in companies such as Time Warner,  Kerr McGee,
MedImmune,  Fairmont,  ImClone,  Temple  Inland and others have seen their stock
prices add billions in market value for all shareholders.

My  significant  stock  ownership  is many times that of the  entire  board.  It
represents  both my commitment to Motorola and your  assurance  that I am solely
interested in what is best for the Company and its stockholders.  I respectfully
ask for your  support.  PLEASE  VOTE YOUR  SHARES ON THE GOLD PROXY  TODAY.  THE
MEETING IS MAY 7TH, TIME IS OF THE ESSENCE.

Sincerely,

CARL C. ICAHN


================================================================================
                             YOUR VOTE IS IMPORTANT!

     TO ENSURE THE TIMELY  DELIVERY  OF YOUR VOTE,  PLEASE USE THE  INTERNET  OR
PHONE VOTING CAPABILITIES DESCRIBED ON THE GOLD PROXY.


If you have previously  signed and returned a White proxy card to Motorola,  you
have every right to change your vote. You may revoke any proxy card already sent
to Motorola by using the GOLD proxy card to vote by telephone, by internet or by
signing, dating and returning the GOLD proxy card today.


               If you have any questions about voting your shares,
                    please call the firm assisting me in the
                            solicitation of proxies:


                           INNISFREE M&A INCORPORATED
                          TOLL-FREE, AT (877) 825-8772
================================================================================
* Wall Street Journal, April 27, 2007, "How Motorola Fell A Giant Step Behind",
  by Christopher Rhoads and Li Yuan.
**  Final Transcript, Thomson StreetEvents, MOT - Q1 2007 Motorola Inc. Earnings
   Conference Call, Event Date/Time: Apr. 18. 2007 /8:00AM ET.
***  US Proxy Advisory Services by Institutional Shareholder Services, Motorola,
     Inc., April 24, 2007.
****  PROXY Governance, INC., Motorola Inc, April 25, 2007.

Permission from the above has been neither sought nor obtained for the use of
these quotes.