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


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     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
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[ ]  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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                                  CARL C. ICAHN
                                767 FIFTH AVENUE
                                   SUITE 4700
                            NEW YORK, NEW YORK 10153

May 2, 2007

Dear Fellow Motorola Stockholder:

This year's proxy contest at Motorola represents,  in my view, a watershed event
in the history of  corporate  governance.  On May 7th you will make an important
decision.  You can cast your vote to elect me--an  investor  representing a $1.2
billion equity  interest in the  Company--to the Motorola board, or you can vote
to ratify the status  quo--the  board that has overseen the  evaporation of near
$20 billion of market value over the past 6 months.

Motorola has lost over a third of its market value since last  October,  largely
resulting  from poor  management  decisions  made in the  Company's  cell  phone
division.  Among these blunders was the Company's  belated  entrance into the 3G
market - resulting in the loss of momentum and market  share.  As the key profit
and growth generator for Motorola,  one would assume that the handheld  division
would have been a central focus of the board's  attention.  If elected, I pledge
to bring an owner's  viewpoint  and  intensity to the  board--qualities  that, I
believe, are sorely lacking at Motorola.

Management's  attacks  on  my  purported  lack  of  "experience,  engagement  or
commitment" strike me as ludicrous-those qualities are precisely the ones that I
commit to bring to Motorola:

o    Experience  gained over  almost  forty years of  investing  in,  owning and
     operating  companies over a wide range of industries.

o    Engagement that a director elected by stockholder mandate can help to bring
     to  the  boardroom.   Real   engagement--debate   unfettered  by  boardroom
     politics--might have helped Motorola avoid its current difficulties.

o    Commitment based on a substantial  economic interest in the Company. A $1.2
     billion  investment is more than sufficient  incentive for me to devote all
     of the time and effort  required to help ensure that management is "getting
     it right."

In the end,  this  election is not really  about Carl Icahn or  Motorola.  It is
about genuine corporate democracy-the ability and responsibility of stockholders
to stand up and together demand more from our public companies,  before they are
swallowed  by private  equity  (who then  profit by finally  holding  management
accountable).  It is about electing  responsible  boards--not  letting corporate
politics and executive egos destroy shareholder value, and not letting a lack of
viable alternatives force shareholder to accept the status quo.

There is no  dearth  of  negative  commentary  about  overcompensated  corporate
executives and dysfunctional  boards.  Yet, if significant  shareholders fail to
stand  up and be  counted,  we  deserve  what we  get.  PROXY  CONTESTS  REQUIRE
SIGNIFICANT  INVESTMENT  OF TIME  AND  MONEY.  IF WE FAIL TO  ELECT  SIMPLY  ONE
SHAREHOLDER  NOMINATED  DIRECTOR TO MOTOROLA'S  BOARD, A BOARD THAT ACKNOWLEDGES
THAT RECENT RESULTS ARE  UNACCEPTABLE,  WE WILL DISCOURAGE  OTHERS FROM SPEAKING
OUT IN THE  FUTURE.  I am asking  for your  support--in  return you have my full
commitment of my time,  energy and  experience.  Please vote the GOLD proxy card
today.

I thank you for your time and attention.


Sincerely,


CARL ICAHN





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                             YOUR VOTE IS IMPORTANT!

             Remember, you can vote your shares by telephone, or via
                the Internet. Please follow the easy instructions
                             on the GOLD proxy card.


   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.

- --------------------------------------------------------------------------------

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.