SC TO-C

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

MOTOROLA, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, $3 par value per share

(Title of Class of Securities)

620076109
(CUSIP Number of Class of Securities Underlying Common Stock)

Edward J. Fitzpatrick
Acting Chief Financial Officer, Senior Vice President and Corporate Controller
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)

Copies to:

Craig A. Roeder
Christopher M. Bartoli
Baker & McKenzie LLP
One Prudential Plaza, Suite 3500
130 East Randolph Drive
Chicago, IL 60601
(312) 861-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
Not applicable*	Not applicable*

* Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer.

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

Amount Previously Paid:           Not applicable.
Form or Registration No.:          Not applicable.
Filing party:                               Not applicable.
Date filed:                                  Not applicable.

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o      third party tender offer subject to Rule 14d-1.

þ      issuer tender offer subject to Rule 13e-4.

o      going-private transaction subject to Rule 13e-3.

o      amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

     This filing contains only preliminary communications made before the commencement of an anticipated tender offer to allow employees of Motorola, Inc. (the “Company”) that hold certain eligible stock options to exchange their stock options for replacement stock options (the “Option Exchange Program”).

     Attached are (i) an email communication, dated March 3, 2009, from Greg Brown and Jha Sanjay, the Company’s Co-CEOs, to the employees of the Company describing the Company’s proposal to implement the Option Exchange Program in the near future, if the Option Exchange Program is approved by the Company’s stockholders at the Annual Meeting; (ii) frequently asked questions regarding the proposed Option Exchange Program, which is being sent to the Company’s employees on March 3, 2009; and (iii) a form of key terms defining certain terms related to the Option Exchange Program, which is being sent to the Company’s employees on March 3, 2009.

     The Company has not initiated the Option Exchange Program and will not do so unless it receives approval from its stockholders at its 2009 Annual Meeting of Stockholders. Even if stockholder approval is obtained, the Company may still decide to not implement the Option Exchange Program or to delay its implementation. If the Option Exchange Program is commenced, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (“SEC”). Persons who may be eligible to participate in the Option Exchange Program should read the Tender Offer Statement and other related materials when they become available because they will contain important information about the Option Exchange Program. The Company’s stockholders and option holders will be able to obtain these written materials and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov.

ITEM 12. EXHIBITS.

EXHIBIT
NUMBER	DESCRIPTION
99.1	E-mail communication to all Motorola employees, dated March 3, 2009, from Greg Brown, President and Co-CEO, Motorola and CEO, Broadband Mobility Solutions, and Sanjay Jha, Co-CEO, Motorola and CEO, Mobile Devices.
99.2	2009 Option Exchange Program — Questions and Answers, provided as of March 3, 2009.
99.3	Form of Key Terms, provided as of March 3, 2009.

EX-99.1

Form of E-mail Employee Communication
Exhibit 99.1

3 March 2009

To:           All Motorola Employees

Stock Option Exchange Program

We have been talking about Motorola’s strategy to win, even in this unprecedented economic downturn. Across the company, we are focused on using the right technologies, the right markets and the right investments to grow our business for the future. When Motorola wins, we want our employees to share in the success. That’s why we are pleased to announce that we will submit a proposal to Motorola stockholders to approve a one-time stock option exchange program.

The steady decline in our stock price over the past few years has been tough on stockholders and employees alike. Many of our employees hold outstanding stock options that were granted when the price of Motorola stock was higher, which means that many employees currently have stock options that are “underwater” — the exercise price is higher than Motorola’s current stock price.

Our proposal, which will be voted on at the Motorola Annual Meeting of Stockholders on 4 May 2009, is to offer a one-time stock option exchange program that would permit employees who hold certain eligible stock options to exchange their stock options for replacement stock options (or restricted stock units in certain countries where necessary) that will have a new exercise price that reflects Motorola’s stock price at the time the program is completed.

If it is approved by our stockholders, the stock option exchange program will provide a one-time opportunity for eligible employees to voluntarily exchange certain of their stock options for fewer replacement stock options with a lower exercise price and a new vesting schedule. We, along with other members of Motorola’s senior leadership team, will not be eligible to participate. We believe the program is beneficial for employees, the company and stockholders.

More information on the proposed option exchange program can be found in Motorola’s preliminary proxy statement filed with the Securities and Exchange Commission today. In addition:

• Answers to your questions on the proposed option exchange program, including who is eligible, which stock option grants will be able to be exchanged and how the exchange will work

• A glossary of key terms

Due to legal requirements, executives, managers and human resources staff cannot respond to your individual questions regarding this program, and they cannot advise you as to whether or not you should participate if the program is approved. You should refer to the documents listed above for information regarding the program.

Form of E-mail Employee Communication
Exhibit 99.1

We are pleased to propose the stock option exchange program and excited about the possibility it creates for Motorolans to share in the rewards of our future success.

Best regards,

[signature]	[signature]
Greg Brown	Sanjay Jha
President and Co-CEO, Motorola	Co-CEO, Motorola
CEO, Broadband Mobility Solutions	CEO, Mobile Devices

Motorola has not initiated the Option Exchange Program and will not do so unless we receive approval from Motorola’s stockholders at our 2009 Annual Meeting of Stockholders. Even if stockholder approval is obtained, Motorola may still decide to not implement the program or to delay its implementation. If the program is commenced, Motorola will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC). If you are eligible to participate in the program, you should read the Tender Offer Statement and other related materials when they become available because they will contain important information about the Option Exchange Program. Motorola stockholders and option holders will be able to obtain these written materials and other documents filed by Motorola with the SEC free of charge from the SEC’s website at www.sec.gov.

EX-99.2

Questions and Answers
Exhibit 99.2

2009 Option Exchange Program
Questions and Answers
as of 3 March, 2009

The following Questions & Answers were prepared to address common questions employees may have regarding the proposed Option Exchange program. Stockholder approval for the program will be solicited at the annual meeting of stockholders on 4 May 2009.

Motorola is seeking stockholder approval to offer a one-time Option Exchange. These Q&As are based on the information contained in the option exchange proposal (Proposal No. 3) in our preliminary proxy statement filed with the Securities and Exchange Commission (SEC) on 3 March 2009. Even if Motorola’s stockholders approve the program, the company may still decide either not to implement the program or to delay its implementation. The following information is provided as of 3 March 2009 and does not contain complete details about the Option Exchange program. Additional information is contained in the Motorola preliminary proxy statement.

If you have additional questions after reading this Q&A, please submit a question for more assistance. We will not respond to questions individually; however, each question will be reviewed and, if appropriate, included in an update to the Q&A document that will be posted at http://my.mot.com/portal/site/myhr on a periodic basis.

Q1	What is happening?
A1	Motorola is seeking stockholder approval to offer a one-time Option Exchange program to certain eligible employees in the U.S. and outside the U.S. If implemented, the Option Exchange program will allow eligible employees to exchange certain underwater stock options for fewer stock options. The exchange ratios will be designed to provide participants with replacement options with a value that is not greater than the value of the exchanged options. All replacement options would be granted under the Motorola Omnibus Incentive Plan of 2006.
Q2	Why is this happening? Why now? What’s changed? Why is Motorola proposing to offer to exchange our stock options?
A2	The sustained decline in the price of Motorola stock has had a negative impact on our ability to retain and motivate employees through the use of stock options. Because such a large number of our outstanding options have exercise prices well above the current stock price, many employees believe their options are of little or no value. These outstanding options are no longer an effective means of retaining our key talent, but we will continue to recognize the expense of these options as they are likely to remain unexercised until they expire. Motorola is proposing to offer this exchange because we want to encourage retention and build engagement among our employees.
Q3	How did this decision get made?
A3	We believe an Option Exchange program would increase retention and engage employees while avoiding potential additional dilution to our stockholders’ interests. It would also allow Motorola to recapture the value of compensation costs already being incurred for underwater options.

Page 1 of 5

Questions and Answers
Exhibit 99.2

Q4	Who at Motorola will be eligible for the Option Exchange program?
A4	Generally, employees will be eligible to participate if they hold stock options that:
	1. Were granted before 1 June 2007
	2. Have an exercise price above $12.00, and
	3. Expire after 31 December 2009
	Unfortunately, we will not be able to offer the Option Exchange program to employees in those countries where local law, expense, complexity, administrative burden or similar considerations would make their participation illegal, infeasible or impractical. Also, Co-CEOs Greg Brown and Sanjay Jha, the Motorola senior leadership team and Board of Directors will not be eligible to participate.
Q5	What countries will participate in the Option Exchange program?
A5	The specific countries that will be included in the program will be communicated when the exchange period is opened, assuming the proposal receives stockholder approval and is implemented.
Q6	Will executives be eligible for the Option Exchange Program?
A6	Co-CEOs Greg Brown and Sanjay Jha, the Motorola senior leadership team and Board of Directors will not be eligible to participate.
Q7	What is a stock option?
A7	A stock option is a right to buy a share of Motorola stock at a fixed price (also known as the grant or exercise price) for a specified period of time. Employees typically must wait a specified period of time (known as the vesting period) before exercising the option.
Q8	What is an Option Exchange program?
A8	An Option Exchange program allows eligible employees to voluntarily exchange outstanding stock options for fewer replacement stock options with a lower exercise price. If approved by stockholders, the proposed Motorola option exchange program would be available to eligible employees with outstanding stock options that were granted before 1 June 2007, have an exercise price above $12.00, and expire after 31 December 2009. The replacement stock options would be granted following the expiration of a tender offer period.
Q9	Why doesn’t the exchange start immediately?
A9	The Option Exchange program must be approved by a majority vote of the company’s stockholders voting on the proposal at the Company’s annual meeting on 4 May 2009. There is no guarantee the stockholders will approve this program. If the program is approved, the company intends to begin the exchange period as soon as administratively feasible, subject to the approval of the Compensation and Leadership Committee.
Q10	What is the expected timeline of this exchange offer?
A10	The timeline of the exchange, if implemented, will not be determined until the proposal has been approved by the Company’s stockholders.

Page 2 of 5

Questions and Answers
Exhibit 99.2

Q11	Will I be able to elect to exchange my options for restricted stock or cash?
A11	The proposed program is designed to provide a value-for-value exchange of stock options. We selected stock options because they provide value to employees only if we are successful in driving improvements in our stock price. In some countries outside the US, legal or administrative circumstances may require that we offer to exchange options for Restricted Stock Units. However, we expect the most countries would participate in an option for option exchange.
Q12	How many new options would I get if I choose to participate?
A12	Eligible options would be able to be exchanged for a lesser number of replacement options with a lower exercise price based on a specific exchange ratio. If implemented, the actual exchange ratios will be determined by the Compensation and Leadership Committee of Motorola’s Board of Directors following approval of the program by stockholders.
Q13	Would I be able to exchange only a portion of my eligible options?
A13	Yes. You would be able to elect to exchange your eligible options on a grant-by-grant basis. However, you would not be able to split a single grant. In other words, if you have a grant of 1,000 options, you would not be able to choose to exchange 500 options and keep 500 options. You would be able to either exchange all 1,000 options from that grant or none of those 1,000 options.
Q14	Will this exchange offer include both vested and unvested options?
A14	Yes. This exchange offer will include eligible outstanding options, whether vested or not. If you have exercised an option, it is no longer outstanding and is not eligible.
Q15	What will the new vesting terms be for new options?
A15	As proposed, the new options would vest 50% after one year from the grant date and 50% after two years from the grant date.
Q16	How would I decide whether or not to exchange my eligible options for new options?
A16	The decision will be yours. Motorola cannot advise you as to whether or not you should participate in the program, or what (if any) options you should exchange. If the Option Exchange program is approved by stockholders and the Compensation and Leadership Committee decides that the Option Exchange is feasible, Motorola will file written materials relating to the program with the SEC as part of a tender offer statement. These materials will also be forwarded to employees who are eligible to participate in the Option Exchange program.
Q17	How do I find out how many eligible options I have and what their exercise prices are?
A17	You can login to your SmithBarney account to see all of your outstanding stock options, including their exercise price, terms and when they expire. If the program is approved, you would receive more details regarding the process for participating.
Q18	Would this exchange offer affect future equity grants?
A18	This is a one-time event to exchange certain outstanding options. It does not

Page 3 of 5

Questions and Answers
Exhibit 99.2

	affect our ongoing compensation programs, including our equity grants.
Q19	Will I have to participate in the Option Exchange program?
A19	Participation in the Option Exchange program will be completely voluntary. If you choose not to participate, you would keep all of your outstanding stock options, including the stock options that are eligible for the Option Exchange program, and you would not receive a replacement grant. No changes would be made to the terms of your current stock options if you choose not to participate.
Q20	Where can I find additional information about the Option Exchange program?
A20	Additional information about the option exchange offer can be found in the Motorola preliminary proxy statement that was filed with the SEC on 3 March 2009. As soon as practical, a copy of the preliminary proxy statement can be found at www.motorola.com/investor. A copy of the preliminary proxy statement also can be found by searching Motorola’s SEC filing at www.sec.gov.
Q21	Why isn’t the exchange ratio set one-for-one?
A21	Outstanding options that are underwater have less value than the replacement options that would be granted under the Option Exchange program. Because of this, more underwater options are required to equal the value of a replacement option. If the ratio were set at one-for-one, it would result in an accounting expense for Motorola, which we do not believe is in the best interest of our stockholders.
Q22	What would my new exercise price be?
A22	The new stock options would be granted with an exercise price equal to the closing price of Motorola’s common stock on the new stock option grant date.
Q23	Can you provide me with an example of how the exchange ratios would work?
A23	Exchange ratios will depend on the exercise price and the remaining term of the option. For an example of how the exchange would work, please refer to the Motorola preliminary proxy statement filed with the SEC on 3 March 2009. As soon as practical, a copy of the preliminary proxy statement can be found at www.motorola.com/investor. A copy of the preliminary proxy statement also can be found by searching Motorola’s SEC filing at www.sec.gov.
Q24	My eligible stock options are already vested. Would my new stock options also be fully vested?
A24	No. All replacement options granted under the program would be subject to the new vesting schedule.
Q25	What would happen to options that I choose not to exchange?
A25	Options that you choose not to exchange would be subject to their original terms.
Q26	Will I owe taxes if I participate in the program?
A26	Generally, the exchange of eligible stock options is treated as a non-taxable exchange, and no income should be recognized upon the grant of the new stock options for U.S. federal income tax purposes. Outside the U.S., the tax consequences vary by country. You should review the tax information pertaining to your country once the tender offer materials become available, and you should consult your personal tax advisor for additional information about your personal tax situation.
Q27	Are there circumstances under which I would not be granted new options?
A27	Yes. If you are no longer an employee of Motorola at the beginning and the end of the exchange period, and on the new option grant date, you would not receive a replacement grant.

Page 4 of 5

Questions and Answers
Exhibit 99.2

	you would not receive a replacement grant.
Q28	When will the new grant date be?
A28	The timeline of the exchange and the grant date for the replacement options will not be determined until the proposal has been approved by the company’s stockholders and implemented.
Q29	Will the terms and conditions of the new stock option grant be the same as the exchanged stock options?
A29	No. The new options would vest 50% one year from the grant date and 50% two years from the grant date.
Q30	How will I elect to exchange my options?
A30	If the exchange program is approved, you would receive more details regarding the process for participating.
Q31	What will happen if I leave Motorola after exchanging my options, but before my new options are granted?
A31	You will be required to be employed by Motorola at the beginning and the end of the exchange period, and on the grant date to receive a replacement grant. If you are not employed by Motorola at such times, you would not receive any new options.
Q32	Can Motorola help me decide whether or not I should exchange my eligible options?
A32	No. Due to SEC regulations, Motorola cannot advise you as to whether or not you should participate in the program.
Q33	Who can I talk to if I have questions regarding Motorola’s Option Exchange program?
A33	If you have additional questions after reading this Q&A, please submit a question for more assistance. We will not respond to questions individually; however, each question will be reviewed, and if appropriate, included in an update to the Q&A document that will be posted at http://my.mot.com/portal/site/myhr on a periodic basis.

Motorola has not initiated the Option Exchange Program and will not do so unless we receive approval from Motorola’s stockholders at our 2009 Annual Meeting of Stockholders. Even if stockholder approval is obtained, Motorola may still decide to not implement the program or to delay its implementation. If the program is commenced, Motorola will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC). If you are eligible to participate in the program, you should read the Tender Offer Statement and other related materials when they become available because they will contain important information about the Option Exchange Program. Motorola stockholders and option holders will be able to obtain these written materials and other documents filed by Motorola with the SEC free of charge from the SEC’s website at www.sec.gov.

Page 5 of 5

EX-99.3

Exhibit 99. 3
Form of Key Terms

IDEA	Interactive Data Electronic Applications (“IDEA”) is a user-friendly information portal to the Securities and Exchange Commission’s (“SEC”) data that lets investors, analysts and others perform customized searches and extract meaningful and actionable filing data. If the Option Exchange Program is implemented, Motorola’s Schedule TO filing will be available on the IDEA link on the SEC’s website. Motorola’s other public filings such as its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statement and all amendments to these filings are also available at IDEA as soon as is reasonably practicable after such documents are electronically filed with, or furnished to the SEC.
Employee Stock Option	An employee stock option gives an individual the right to buy Motorola stock, at a specified price, by a specific date. The exercise price (or grant price) is the price at which the employee can purchase stock when the option becomes exercisable. There is a vesting period before the stock option is exercisable, and an expiration date.
Exchange Ratio	The term Exchange Ratio as used in connection with the proposed Option Exchange Program by Motorola is the number of stock options that an employee would receive for one underwater stock option that is being surrendered and cancelled. Different stock option grants may have different exchange ratios. Exchange Ratios are intended to deliver comparable value to option-holders while avoiding additional accounting expense for Motorola.
Exercise Price (Grant Price)	The price at which the stock option was granted. The difference between the exercise price (grant price) and the market price at the time the option is exercised is its value at that time.
Expiration Date	Employee stock options have a fixed period when they can be exercised. Once the stock options are vested, they can be exercised until the expiration date. The expiration date for replacement options in the proposed Option Exchange Program would be 5 years after the grant date.
Grant Date	The date that employee stock options are issued.
In the Money	When Motorola’s current stock price is higher than the option’s exercise price.
Fair Market Value	The closing price of Motorola common stock as reported on the New York Stock Composite Transactions is

Exhibit 99. 3
Form of Key Terms

	currently considered the fair market value of Motorola shares under the Company’s employee equity incentive plans.
One-time Option Exchange Program	A voluntary, one-time opportunity for eligible employees to surrender certain outstanding underwater stock options in exchange for a fewer new stock options with a lower exercise (grant) price.
SEC	United States Securities and Exchange Commission: an agency of the US federal government whose mission is to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation in the United States.
Underwater Options	The condition of an option when Motorola’s current stock price is below the exercise price of the option.
Vesting Period	The vesting period is the time you must wait before some or all of your stock options become exercisable.

Motorola has not initiated the Option Exchange Program and will not do so unless we receive approval from Motorola’s stockholders at our 2009 Annual Meeting of Stockholders. Even if stockholder approval is obtained, Motorola may still decide to not implement the program or to delay its implementation. If the program is commenced, Motorola will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (SEC). If you are eligible to participate in the program, you should read the Tender Offer Statement and other related materials when they become available because they will contain important information about the Option Exchange Program. Motorola stockholders and option holders will be able to obtain these written materials and other documents filed by Motorola with the SEC free of charge from the SEC’s website at www.sec.gov.