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, $.01 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

TABLE OF CONTENTS

	ITEM 12. EXHIBITS
EX-99.1

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

     Attached as Exhibit 99.1 is an email dated May 13, 2009 from Greg A. Lee, Senior Vice President, Human Resources of the Company, announcing the launching of the Option Exchange Program on May 14, 2009.

The Company has not initiated the Option Exchange Program. 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 will deliver the Option Exchange Program documents to all eligible employees free of charge when the Option Exchange Program commences, and 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	Email from Greg A. Lee, Senior Vice President, Human Resources sent to Company employees on May13, 2009.

EX-99.1

Exhibit 99.1

13 May 2009

To: Eligible employees – One-time, voluntary Stock Option Exchange Program

Stock Option Exchange period will open on 14 May 2009

As you know, Motorola stockholders recently voted YES to allow the company to offer eligible employees a one-time, voluntary Stock Option Exchange Program. It allows you to share in the rewards of Motorola’s future success by giving you an opportunity to voluntarily exchange your “underwater” options with replacement options that — over time — may have a greater potential to increase in value.

The Exchange Period — which is your window to decide if you wish to exchange eligible stock options — will begin tomorrow (14 May 2009). The Exchange Period will close at 3 pm (US Central) on Friday, 12 June.

Your decision to participate in the Stock Option Exchange Program is completely voluntary. Due to legal requirements, executives, managers and Human Resources staff cannot respond to your individual questions regarding this program. And because this is an offer to exchange securities, Motorola cannot advise you as to whether or not you should participate in the program, or what (if any) options you should exchange.

Tomorrow, you will receive a message from Co-CEOs Greg Brown and Sanjay Jha that will officially open the exchange period. The message will include a number of resources to assist you in making the decision you believe is best for you.

Within hours of receiving the Co-CEO message, you also will receive email messages from motorolaoptionexchange.com. It is a secure, externally hosted website that will include comprehensive information about your eligibility, questions and answers, modeling scenarios, exchange ratios and program provisions.

Our Co-CEOs, executive officers, members of the Motorola Senior Leadership Team and Board of Directors are not eligible to participate in the Stock Option Exchange Program. We are pleased to offer this one-time, voluntary Stock Option Exchange Program and excited about the possibility it creates for you to share in the rewards of Motorola’s future success.

Stay tuned for more details tomorrow from motorolaoptionexchange.com.

Best regards,

Greg Lee
Senior Vice President
Human Resources

The Company has not initiated the Option Exchange Program. To initiate the Option Exchange Program, 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 will deliver the Option Exchange Program documents to all eligible employees free of charge when the Option Exchange Program commences, and 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.