SC TO-I

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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

(Amendment No.    )

MOTOROLA, INC.
(Name of Subject Company (Issuer))

Delaware
(State or other jurisdiction of incorporation) 36-1115800
(I.R.S. Employer Identification No.)

MOTOROLA, INC.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000
(Names of Filing Persons (identifying status as offeror, issuer or other person))

Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated)
(Title of Class of Securities)

620076 AJ8
(CUSIP Number of Class of Securities)

Garth L. Milne
Senior Vice President and Treasurer
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 576-5000 Jeffrey A. Brown
Senior Corporate Counsel
Motorola, Inc.
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)

with a copy to:
Oscar A. David
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600

CALCULATION OF FILING FEE

Transaction Valuation*: $81,907,626 Amount of Filing Fee**: $6,626

*

Calculated solely for purposes of determining the filing fee. The purchase price of the Liquid Yield Option ™ Notes due September 27, 2013 (Zero Coupon-Subordinated), as described herein, is $799.52 per $1,000 principal amount at maturity outstanding. As of August 29, 2003, there was approximately $102,446,000 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $81,907,626.

**

The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $80.90 for each $1,000,000 of the value of the transaction.

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	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

o

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

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

o    third-party tender offer subject to Rule 14d-1.	o    going-private transaction subject to Rule 13e-3.
ý    issuer tender offer subject to Rule 13e-4.	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

INTRODUCTORY STATEMENT

        This Tender Offer Statement on Schedule TO ("Schedule TO") is filed by Motorola, Inc., a Delaware corporation (the "Company"), and relates to the offer by the Company to purchase, at the option of the holder (the "Put Option"), the Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) issued by the Company on September 27, 1993 (the "Securities"), upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Company Notice dated August 29, 2003 (the "Company Notice"), the Securities and the related offer materials filed as Exhibits to this Schedule TO (which Company Notice and related offer materials, as amended or supplemented from time to time, collectively constitute the "Option Materials"). The Securities were issued pursuant to an Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America ("Trustee").

        The Put Option will expire at 5:00 p.m., New York City time, on Monday, September 29, 2003. This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

        The terms "Liquid Yield Option" and "LYONs" are trademarks of Merrill Lynch & Co., Inc.

Items 1 through 9.

        The Company is the issuer of the Securities and is offering to purchase all of the Securities if tendered by the holders under the terms and subject to the conditions set forth in the Indenture, the Company Notice, the Securities and the related Option Materials. The Securities are convertible into shares of common stock, par value $3 per share, of the Company. The Company maintains its registered and principal executive offices at 1303 Algonquin Road, Schaumburg, Illinois 60196. The telephone number there is (847) 576-5000. As permitted by General Instruction F to Schedule TO, all of the information set forth in the Option Materials is incorporated by reference into this Schedule TO.

Item 10. Financial Statements.

        (a)   Pursuant to Instruction 2 in Item 10 to Schedule TO, the Company believes that its financial condition is not material to a holder's decision whether to put the Securities to the Company because the consideration being paid to holders surrendering Securities consists solely of cash, the Put Option is not subject to any financing conditions, the Put Option applies to all outstanding Securities and the Company is a public reporting company that files reports electronically on EDGAR. The financial condition and results of operations of the Company and its subsidiaries are reported electronically on EDGAR on a consolidated basis.

        (b)   Not applicable.

Item 11. Additional Information.

        (a)   Not applicable.

        (b)   Not applicable.

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Item 12. Exhibits.

(a)(1)(A)	Company Notice to Holders of Motorola, Inc. Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon- Subordinated), dated August 29, 2003.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Form W-9.
(a)(5)(A)	Press Release issued by Motorola, Inc. on August 29, 2003.
(b)	Not applicable.
(d)	Indenture, dated as of September 1, 1993, between Motorola, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America, incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-3 (File No. 33-50207), as filed with the Securities and Exchange Commission on September 10, 1993.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

        (a)   Not applicable.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	MOTOROLA, INC.
	By:	/s/  GARTH L. MILNE Garth L. Milne Senior Vice President and Treasurer
Dated: August 29, 2003

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Company Notice to Holders of Motorola, Inc. Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated), dated August 29, 2003.
(a)(1)(B)	Form of Purchase Notice.
(a)(1)(C)	Form of Notice of Withdrawal.
(a)(1)(D)	Form W-9.
(a)(5)(A)	Press Release issued by Motorola, Inc. on August 29, 2003.
(b)	Not applicable.
(d)	Indenture, dated as of September 1, 1993, between Motorola, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America, incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form S-3 (File No. 33-50207), as filed with the Securities and Exchange Commission on September 10, 1993.
(g)	Not applicable.
(h)	Not applicable.

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INTRODUCTORY STATEMENT

Items 1 through 9.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(A)

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Exhibit 99(a)(1)(A)

MOTOROLA, INC.
COMPANY NOTICE

To Holders of Motorola, Inc. Liquid Yield Option™ Notes Due 2013 (Zero Coupon-Subordinated) (CUSIP No. 620076 AJ8) (the "Securities") under that Indenture dated as of September 1, 1993 (the "Indenture"), by and between Motorola, Inc. (the "Company"), and Bank One Trust Company, N.A., (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent").

        This notice is being sent to you pursuant to Section 3.08(e) of the Indenture. Capitalized terms used in this Notice, unless otherwise defined herein, shall have the meanings given such terms in the Indenture.

        At your option (the "Put Option"), you may require the Company to purchase your Securities, subject to the terms and conditions of the Indenture, on the first Business Day on or after September 27, 2003 (such "Purchase Date" is September 29, 2003). The purchase price payable in respect of a Security is $799.52 per $1,000 Principal Amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, the Securities and the Company Notice and related offer materials, as amended and supplemented from time to time (the "Option Materials").

        The Company has elected to pay the Purchase Price in cash.

        If you elect to require the Company to repurchase your Securities at the Purchase Price, you must do so by tendering a Purchase Notice and your Securities to the Paying Agent (and not withdrawing such surrendered Securities and Purchase Notices as provided below), according to the terms of the Indenture, prior to 5:00 p.m., New York City time, on the Purchase Date. The right of Holders to surrender Securities for purchase in the Put Option expires at 5:00 p.m., New York City time on the Purchase Date.

        Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date by means of a written notice of withdrawal delivered to the office of the Paying Agent, specifying: (i) the certificate number of the Securities with respect to which such notice of withdrawal is being submitted; (ii) the Principal Amount of the Securities with respect to which such notice of withdrawal is being submitted; and (iii) the Principal Amount, if any, of such Securities which remain subject to the original Purchase Notice, and which have been or will be delivered for purchase by the Company.

        The Purchase Price for any Security as to which a Purchase Notice has been given and not withdrawn will be paid promptly following the Purchase Date.

        The address for the Paying Agent is as follows (for hand delivery, registered or certified mail or overnight courier):

Bank One Trust Company, N.A.
Registered Bond Processing Unit
One Bank One Plaza, Suite 0124
Chicago, Illinois 60670-0124
Attention: Janice Ott Rotunno

        HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

        If you do not elect to require the Company to purchase your Securities, you will maintain the right to convert your Securities into Shares in accordance with and subject to the terms of the Indenture and the Securities. The Securities are currently convertible at the option of the Holder into Shares at the rate of 33.534 Shares per $1,000 Principal Amount. Securities as to which a Purchase Notice has been given may be converted only if the applicable Purchase Notice has been withdrawn in accordance with the terms of the Indenture and as provided above. If you desire to convert your Securities, you may do so by tendering your Securities to the Conversion Agent Securities, according to the terms of the Indenture, at the address of the Conversion Agent, which address is the same as the address for the Paying Agent provided above.

        Please direct any questions to:

Bank One Trust Company, N.A., Investor Relations: (312) 407-1682

        Copies of this Company Notice may be obtained from the Paying Agent at its address set forth above.

The date of this Notice is August 29, 2003.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		1
IMPORTANT INFORMATION CONCERNING THE PUT OPTION		4
1.	Information Concerning the Company	4
2.	Information Concerning the Securities	4
2.1.	The Company's Obligation to Purchase the Securities; Purpose of the Transaction	4
2.2.	Purchase Price	4
2.3.	Conversion Rights of the Securities	5
2.4.	Market for the Securities and Motorola Common Stock	5
2.5.	Redemption	6
2.6.	Change in Control	6
2.7.	Ranking	6
3.	Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase	6
3.1.	Method of Delivery	6
3.2.	Purchase Notice	7
3.3.	Delivery of Securities	7
4.	Right of Withdrawal	7
5.	Payment for Surrendered Securities	8
6.	Securities Acquired	8
7.	Plans or Proposals of the Company	8
8.	Interests of Directors, Executive Officers and Affiliates of the Company in the Securities	9
9.	Purchases of Securities by the Company and Its Affiliates	9
10.	Material United States Tax Considerations	9
11.	Additional Information	11
12.	No Solicitations	12
13.	Definitions	12
14.	Conflicts	12

No person has been authorized to give any information or to make any representations other than those contained in this Company Notice and accompanying Purchase Notice and, if given or made, such information or representations must not be relied upon as having been authorized. This Company Notice and accompanying Purchase Notice do not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The delivery of this Company Notice shall not under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information. None of the Company or its board of directors or employees are making any representation or recommendation to any Holder as to whether or not to surrender such Holder's Securities. You should consult your own financial and tax advisors and must make your own decision as to whether to surrender your Securities for purchase and, if so, the amount of Securities to surrender.

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the Put Option. To understand the Put Option fully and for a more complete description of the terms of the Put Option, we urge you to read carefully the remainder of this Company Notice and the accompanying Purchase Notice because the information in this summary is not complete and those documents contain additional important information. We have included page references to direct you to a more complete description of the topics in this summary.

Who is offering to purchase my Securities?

        Motorola, Inc., a Delaware corporation (the "Company"), is offering to purchase your validly surrendered Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "Securities"). (Page 4)

What securities are you seeking to purchase?

        We are offering to purchase all of the Securities surrendered, at the option of the holder thereof (the "Holder"). As of August 29, 2003, there were approximately $102.5 million aggregate principal amount at maturity of Securities outstanding. The Securities were issued under an Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). (Page 4)

How much are you offering to pay and what is the form of payment?

        Pursuant to the terms of paragraph 6 of the Securities, we will pay, in cash, a purchase price of $799.52 per $1,000 principal amount at maturity of the Securities (the "Purchase Price") with respect to any and all Securities validly surrendered for purchase and not withdrawn. (Page 4)

How can I determine the market value of the Securities?

        There is no established reporting system or market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company's operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities prior to making any decision with respect to the Put Option. The Common Stock of Motorola into which the Securities are convertible is primarily listed on the New York Stock Exchange ("NYSE") under the symbol "MOT" and on the Chicago and Tokyo stock exchanges. On August 27, 2003, the last reported sales price of the Common Stock on the NYSE was $10.73 per share. (Page 5)

Why are you making the offer?

        The Company is required to make the offer pursuant to the terms of the Securities and the Indenture. (Page 4)

What does the board of directors for the Company think of the Put Option?

        Although the board of directors for the Company approved the terms of the Put Option included in the Indenture and the Securities, the board of directors for the Company has not made any recommendation as to whether you should surrender your Securities for purchase in the offer. You must make your own decision whether to surrender your Securities for purchase in the offer and, if so, the amount of Securities to surrender. (Page 4)

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When does the Put Option expire?

        The Put Option expires at 5:00 p.m., New York City time, on the first business day on or after September 27, 2003, which is Monday, September 29, 2003 (the "Purchase Date"). The Company will not extend the period Holders have to exercise the Put Option. (Page 4).

What are the conditions to the purchase by the Company of the Securities?

        The purchase by the Company of validly surrendered Securities is not subject to any conditions other than such purchase being lawful. (Page 4)

How do I surrender my Securities?

        To surrender your Securities for purchase pursuant to the Put Option, you must deliver the required documents to the Paying Agent no later than 5:00 p.m., New York City time, on the Purchase Date.

        HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

•

A Holder whose Securities are held in certificated form must properly complete and execute the Purchase Notice, and deliver such notice to the Paying Agent, with any other required documents and the certificates representing the Securities to be surrendered for purchase, on or before 5:00 p.m., New York City time, on the Purchase Date.



•

A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities on the Holder's behalf.



•

A Holder who is a DTC participant may elect to surrender their Securities by delivering to the Paying Agent's account at DTC through DTC's book-entry system his or her beneficial interest in the Securities on or before 5:00 p.m., New York City time, on the Purchase Date.



•

Holders who are DTC participants should surrender their Securities electronically through DTC's Automated Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system on or before 5:00 p.m., New York City time, on the Purchase Date. (Pages 6-7)

If I surrender, when will I receive payment for my Securities?

        We will accept for payment all validly surrendered Securities promptly upon expiration of the Put Option. We will promptly forward to the Paying Agent, prior to 11:00 a.m., New York City time, September 30, 2003, the appropriate amount of cash required to pay the Purchase Price for the surrendered Securities, and the Paying Agent will promptly distribute the cash to the Holders. (Page 8)

Until what time can I withdraw previously surrendered Securities?

        You can withdraw Securities previously surrendered for purchase at any time until 5:00 p.m., New York City time, on the Purchase Date. (Page 7)

How do I withdraw previously surrendered Securities?

        To withdraw previously surrendered Securities, you must deliver an executed written notice of withdrawal substantially in the form attached, or a facsimile of one, to the Paying Agent prior to 5:00 p.m., New York City time, on the Purchase Date.

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        HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC. (Pages 7-8)

Do I need to do anything if I do not wish to surrender my Securities for purchase?

        No. If you do not deliver a properly completed and duly executed Purchase Notice before the expiration of the Put Option, we will not purchase your Securities and such Securities will remain outstanding subject to their existing terms. (Page 5)

If I choose to surrender my Securities for purchase, do I have to surrender all of my Securities?

        No. You may surrender all of your Securities, a portion of your Securities or none of your Securities for purchase. If you wish to surrender a portion of your Securities for purchase, however, you must surrender your Securities in a principal amount at maturity of $1,000 (the "$1,000 principal amount") or an integral multiple thereof. (Page 5)

If I do not surrender my Securities for purchase, will I continue to be able to exercise my conversion rights?

        Yes. If you do not surrender your Securities for purchase, your conversion rights will not be affected. You will continue to have the right to convert each $1,000 principal amount at maturity of a Security into 33.534 shares of Common Stock, $3 par value per share, of Motorola, subject to the terms, conditions and adjustments specified in the Indenture and the Securities. (Page 5)

If I am a U.S. resident for U.S. federal income tax purposes, will I have to pay taxes if I surrender my Securities for purchase in the Put Option?

        The receipt of cash in exchange for Securities pursuant to the Put Option will be a taxable transaction for U.S. federal income tax purposes and you may recognize gain, income, loss or deduction. You should consult with your own tax advisor regarding the actual tax consequences to you. (Pages 9-11)

Who is the Paying Agent?

        Bank One Trust Company, N.A., the trustee for the Securities, is serving as Paying Agent in connection with the Put Option. Its address and telephone number are set forth on the front cover page of this Company Notice. (Page 4)

Who can I talk to if I have questions about the Put Option?

        Questions and requests for assistance in connection with the surrender of Securities for purchase in this Put Option may be directed to Janice Ott Rotunno at Bank One Trust Company, N.A. at (312) 407-1682.

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IMPORTANT INFORMATION CONCERNING THE PUT OPTION

1.     Information Concerning the Company. Motorola, Inc., a Delaware corporation (the "Company" or "Motorola"), is offering to purchase its Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "Securities"). The Company is the subject company of the Put Option with respect to the Securities.

        Motorola is a global leader in providing integrated communications solutions and embedded electronic solutions. These include:

•

Software-enhanced wireless telephone, two-way radio and messaging products and systems, as well as networking and Internet-access products, for consumers, network operators and commercial, government and industrial customers.



•

End-to-end systems for the delivery of interactive digital video, voice and high-speed data solutions for broadband operators.



•

Embedded semiconductor solutions for customers in wireless communications, networking and transportation markets.



•

Integrated electronic systems for automotive, Telematics, industrial, telecommunications, computing and portable energy systems markets.

        Motorola is a corporation organized under the laws of the State of Delaware. Motorola's sales in 2002 were $27.3 billion. Shares of Motorola Common Stock primarily trade on the New York Stock Exchange under the symbol "MOT".

        The Company maintains its registered and principal executive offices at 1303 E. Algonquin Road, Schaumburg, Illinois 60196. The telephone number there is (847) 576-5000.

2.     Information Concerning the Securities. The Securities were issued under an Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). The Securities mature on September 27, 2013.

2.1.  The Company's Obligation to Purchase the Securities; Purpose of the Transaction. Pursuant to the terms of the Securities and the Indenture, unless earlier redeemed, the Company is obligated to purchase all Securities validly surrendered for purchase and not withdrawn, at the Holder's option on the first business day on or after September 27, 2003, which is September 29, 2003, and on the first business day on or after September 27, 2008, which is September 29, 2008. The purchase price will be $799.52 per LYON on September 29, 2003; and $894.16 per LYON on September 29, 2008.

        This Put Option will expire at 5:00 p.m., New York City time, on the first business day on or after September 27, 2003, which is Monday, September 29, 2003 (the "Purchase Date"). The purchase by the Company of validly surrendered Securities is not subject to any conditions other than such purchase being lawful.

2.2.  Purchase Price. Pursuant to the Securities, the purchase price to be paid by the Company for the Securities on the Purchase Date is $799.52 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"). The Purchase Price will be paid in cash with respect to any and all Securities validly surrendered for purchase and not withdrawn prior to the Purchase Date. Securities surrendered for purchase will be accepted only in principal amounts at maturity equal to $1,000 (the "$1,000 principal amount") or integral multiples thereof. The Original Issue Discount (as defined in the Indenture) will cease to accrue on the Purchase Date unless the Company defaults in making payment on Securities validly surrendered for purchase and not withdrawn.

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        The Purchase Price is based solely on the requirements of the Indenture and the Securities and bears no relationship to the market price of the Securities or the Common Stock (as defined below). Thus, the Purchase Price may be significantly higher or lower than the current market price of the Securities. Holders of Securities are urged to obtain the best available information as to potential current market prices of the Securities, to the extent available, and the Common Stock before making a decision whether to surrender their Securities for purchase.

None of the Company or its board of directors or employees are making any recommendation to Holders as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on such Holder's assessment of current market value of the Securities and the Common Stock and other relevant factors.

        2.3.  Conversion Rights of the Securities. The Securities are convertible into Motorola common stock, $3 par value per share (the "Common Stock"), in accordance with and subject to the terms of the Indenture and paragraphs 9 and 10 of the Securities. The conversion rate of the Securities as of August 29, 2003 is 33.534 shares of Common Stock per $1,000 principal amount of the Securities. The Paying Agent is currently acting as Conversion Agent for the Securities.

        Holders that do not surrender their Securities for purchase pursuant to the Option Materials will maintain the right to convert their Securities into Common Stock. Any Securities as to which a Purchase Notice has been given may be converted in accordance with the terms of the Indenture only if the applicable Purchase Notice has been validly withdrawn prior to 5:00 p.m., New York City time, on the Purchase Date, as described in Section 4 hereto.

2.4.  Market for the Securities and Motorola Common Stock. There is no established reporting system or trading market for trading in the Securities. To the extent that the Securities are traded, prices of the Securities may fluctuate widely depending on trading volume, the balance between buy and sell orders, prevailing interest rates, the Company's operating results and the market for similar securities. To the extent available, Holders are urged to obtain current market quotations for the Securities prior to making any decision with respect to the Put Option. The Securities are held through the Depository Trust Company ("DTC"). As of August 29, 2003, there was approximately $102.5 million aggregate principal amount at maturity of Securities outstanding and DTC was and is the sole record holder of the Securities.

        The Common Stock of Motorola into which the Securities are convertible is primarily listed on the NYSE under the symbol "MOT" and also trades on the Chicago and Tokyo stock exchanges. The

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following table sets forth, for the fiscal quarters indicated, the high and low sales prices of the Common Stock as reported on the NYSE.

	High		Low		Dividends on Common Stock (per share)
2003
3rd Quarter (through August 27, 2003)	$	10.73	$	8.72	$	—
2nd Quarter		9.72		7.83		0.04
1st Quarter		9.93		7.71		0.04
2002
4th Quarter	$	12.25	$	7.30	$	0.04
3rd Quarter		16.05		9.92		0.04
2nd Quarter		17.12		13.15		0.04
1st Quarter		16.24		10.50		0.04
2001
4th Quarter	$	18.79	$	$14.22	$	0.04
3rd Quarter		19.44		13.45		0.04
2nd Quarter		16.91		10.45		0.04
1st Quarter		24.93		13.86		0.04

        On August 27, 2003, the last reported sales price of Motorola's Common Stock on the NYSE was $10.73 per share. As of such date, there were 2,327,756,791 shares of Common Stock outstanding. We urge you to obtain current market information for the Securities, to the extent available, and the Common Stock before making any decision to surrender your Securities pursuant to the Option Materials.

2.5.  Redemption. The Securities are redeemable by the Company for cash at any time at the option of the Company, in whole or in part, at a redemption price equal to the Issue Price (as defined in the Indenture) plus accrued Original Issue Discount (as defined in the Indenture and as provided for in the Securities) to the date of redemption.

2.6.  Change in Control. The Holder may require the Company to redeem his or her securities if there is a Change in Control (as defined in the Indenture) at a redemption price equal to the Issue Price (as defined in the Securities) plus accrued Original Issue Discount (as defined in the Indenture) to the date of redemption.

2.7.  Ranking. The Securities are subordinated to all existing and future Senior Indebtedness (as defined in the Indenture) and rank equal in right of payment with the Company's existing Liquid Yield Option™ Notes due 2009. The Securities are effectively subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries and to the Company's obligations that are secured to the extent of the security.

3.     Procedures to Be Followed by Holders Electing to Surrender Securities for Purchase. Holders will not be entitled to receive the Purchase Price for their Securities unless they validly surrender and do not withdraw the Securities on or before 5:00 p.m., New York City time, on the Purchase Date. Only registered Holders are authorized to surrender their Securities for purchase. Holders may surrender some or all of their Securities; however, any Securities surrendered must be in $1,000 principal amount or an integral multiple thereof.

        If Holders do not validly surrender their Securities on or before 5:00 p.m., New York City time, on the Purchase Date, their Securities will remain outstanding subject to the existing terms of the Securities.

3.1.  Method of Delivery. The method of delivery of Securities, the related Purchase Notice and all other required documents, including delivery through DTC and acceptance through DTC's Automatic Tenders over the Participant Terminal System ("PTS"), is at the election and risk of the person

6

surrendering such Securities and delivering such Purchase Notice and, except as expressly otherwise provided in the Purchase Notice, delivery will be deemed made only when actually received by the Paying Agent. The date of any postmark or other indication of when a Security or the Purchase Notice was sent will not be taken into account in determining whether such materials were timely received. If such delivery is by mail, it is suggested that Holders use properly insured, registered mail with return receipt requested, and that Holders mail the required documents sufficiently in advance of the Purchase Date to permit delivery to the Paying Agent prior to 5:00 p.m., New York City time, on the Purchase Date.

3.2.  Purchase Notice. Pursuant to the Indenture, the Purchase Notice must contain:

•

the certificate number(s) of the Securities being delivered for purchase;



•

the portion of the principal amount of the Securities which will be delivered to be purchased, which portion must be in principal amounts of $1,000 at maturity or an integral multiple thereof; and



•

a statement that such Securities shall be purchased as of the Purchase Date pursuant to the terms and conditions specified in the Indenture and paragraph 6 of the Securities.

3.3.  Delivery of Securities.

        Securities in Certificated Form. To receive the Purchase Price, Holders of Securities in certificated form must deliver to the Paying Agent the Securities to be surrendered for purchase and the accompanying Purchase Notice, or a copy thereof, on or before 5:00 p.m., New York City time, on the Purchase Date.

        Securities Held Through a Custodian. A Holder whose Securities are held by a broker, dealer, commercial bank, trust company or other nominee must contact such nominee if such Holder desires to surrender his or her Securities and instruct such nominee to surrender the Securities for purchase on the Holder's behalf.

        Securities in Global Form. A Holder who is a DTC participant, may elect to surrender to the Company his or her beneficial interest in the Securities by:

•

delivering to the Paying Agent's account at DTC through DTC's book-entry system his or her beneficial interest in the Securities on or prior to 5:00 p.m., New York City time, on the Purchase Date; and



•

electronically transmitting his or her acceptance through DTC's PTS, subject to the terms and procedures of that system on or prior to 5:00 p.m., New York City time, on the Purchase Date. In surrendering through PTS, the electronic instructions sent to DTC by the Holder, and transmitted by DTC to the Paying Agent will acknowledge, on behalf of DTC and the Holder, receipt by the Holder of and agreement to be bound by the Purchase Notice.

Securities and the Purchase Notice must be delivered to the Paying Agent to collect payment. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

        4.     Right of Withdrawal. Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date. In order to withdraw Securities, Holders must deliver to the Paying Agent written notice, substantially in the form enclosed herewith, containing:

•

the certificate number(s) and principal amount at maturity of the Securities with respect to which such notice of withdrawal is being submitted;

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•

the principal amount at maturity, if any, of such Securities which remain subject to the original Purchase Notice and which have been or will be delivered for purchase by the Company; and



•

the Holder's signature, in the same manner as the original signature on the Purchase Notice by which such Securities were surrendered for purchase.

        The signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) unless such Securities have been surrendered for purchase for the account of an Eligible Institution. Any properly withdrawn Securities will be deemed not validly surrendered for purposes of the Put Option. Securities withdrawn from the Put Option may be resurrendered by following the surrender procedures described in Section 3 above.

HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE WITHDRAWAL PROCEDURES OF DTC.

        5.     Payment for Surrendered Securities. We will promptly forward to the Paying Agent, prior to 11:00 a.m., New York City time, on September 30, 2003, the appropriate amount of cash required to pay the Purchase Price for the surrendered Securities, and the Paying Agent will promptly distribute the cash to each Holder that has validly delivered its Securities and not validly withdrawn such delivery prior to 5:00 p.m., New York City time, on the Purchase Date.

        The total amount of funds required by the Company to purchase all of the Securities is approximately $82 million (assuming all of the Securities are validly surrendered for purchase and accepted for payment). In the event any Securities are surrendered and accepted for payment, the Company intends to use cash to purchase the Securities. The Company intends to purchase the Securities with available cash.

6.     Securities Acquired. Any Securities purchased by the Company pursuant to the Put Option will be cancelled by the Trustee, pursuant to the terms of the Indenture.

7.     Plans or Proposals of the Company. The Company currently has no plans which would be material to a Holder's decision to surrender Securities for purchase in the Put Option, which relate to or which would result in:

•

any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;



•

any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;



•

any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;



•

any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;



•

any other material change in the corporate structure or business of the Company;



•

any class of equity securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotation system operated by a national securities association;



•

any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

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•

the suspension of the obligation of the Company to file reports under Section 15(d) of the Exchange Act;



•

the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or



•

any changes in the charter, bylaws or other governing instruments of the Company, or other actions that could impede the acquisition of control of the Company.

8.     Interests of Directors, Executive Officers and Affiliates of the Company in the Securities. Except as otherwise disclosed below, to the knowledge of the Company:

•

none of the Company, or its executive officers, directors, subsidiaries or other affiliates has any beneficial interest in the Securities;



•

none of the officers or directors of the subsidiaries of the Company has any beneficial interest in the Securities;



•

the Company will not purchase any Securities from such persons; and



•

during the 60 days preceding the date of this Company Notice, none of such officers, directors or affiliates has engaged in any transactions in the Securities.

        A list of the directors and executive officers of Motorola is attached to this Company Notice as Annex A.

        Except as described above, none of the Company, or to its knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or agreement with any other person relating, directly or indirectly, to the Put Option or with respect to any of its securities, including, but not limited to, any contract, arrangement, understanding or agreement concerning the transfer or the voting of the securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

9.     Purchases of Securities by the Company and Its Affiliates. Each of the Company and its affiliates, including their executive officers and directors, are prohibited under applicable United States federal securities laws from purchasing Securities (or the right to purchase Securities) other than through the Put Option until the expiration of at least the tenth business day after the Purchase Date. Following such time, if any Securities remain outstanding, the Company and its respective affiliates may purchase Securities in the open market, in private transactions, through a subsequent tender offer, or otherwise, any of which may be consummated at purchase prices higher or lower than the Purchase Price. Any decision to purchase Securities after the Put Option, if any, will depend upon many factors, including the market price of the Securities, the amount of Securities surrendered for purchase pursuant to the Put Option, the market price of the Common Stock, the business and financial position of the Company, and general economic and market conditions.

10.   Material United States Tax Considerations. The following discussion summarizes certain United States federal income tax consequences resulting from the surrender of the Securities for purchase pursuant to the Put Option. It is provided for general informational purposes only and is not tax advice. It is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations promulgated thereunder, Internal Revenue Service ("IRS") rulings, and judicial decisions, all as currently in effect, and all of which are subject to change, possibly with retroactive effect. The discussion assumes that the Securities are held as "capital assets" within the meaning of section 1221 of the Code. The discussion does not address all of the federal income tax consequences that may be relevant to you in light of your particular tax situation or to certain classes of holders subject to special treatment under the federal income tax laws, (including, without limitation, certain financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, "S"

9

corporations, expatriates, tax-exempt organizations, persons who are subject to alternative minimum tax, persons who hold Securities as a position in a "straddle" or as part of a "hedging" or "conversion" transaction, or persons that have a functional currency other than the United States dollar).

        THIS SUMMARY OF UNITED STATES FEDERAL TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT YOUR TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF THE PUT OPTION, INCLUDING THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES AND POTENTIAL CHANGES IN THE TAX LAWS.

        As used herein, a U.S. Holder means a beneficial owner of Securities that is, for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust (a) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. As used herein, the term "Non-U.S. Holder" means a beneficial owner of Securities, other than a partnership, that is not a U.S. Holder as defined above.

        The tax treatment of a partnership that holds Securities will generally depend on the status of the partners and the activities of the partnership. Holders that are partnerships should consult their own tax advisors about the U.S. federal income tax consequences of surrendering Securities pursuant to the Put Option.

        Sale of Securities Pursuant to the Put Option by U.S. Holders. A U.S. Holder's receipt of cash in exchange for Securities pursuant to the Put Option will be a taxable transaction for U.S. federal income tax purposes. Subject to the market discount rules described below, a U.S. Holder will generally recognize capital gain or loss on the sale of a Security in an amount equal to the difference between the amount of cash received for the Security (except for any amount attributable to interest, including OID (defined below), that such Holder has not already taken into income, which amount will continue to be taxable to as interest otherwise would be) and their "adjusted tax basis" in the Security at the time of the sale. The capital gain or loss will be long-term if a surrendering U.S. Holder held the Security for more than one year at the time of the sale. Long-tern capital gains of non-corporate U.S. Holders are generally taxable at lower rates than those applicable to ordinary income or short-term capital gains. Capital gains of corporate U.S. Holders are generally taxable at the regular tax rates applicable to corporations. A Holders ability to deduct capital losses may be limited.

        Generally, a U.S. Holder will have an adjusted tax basis in the Securities equal to the amount paid for the Security, increased by the amount of Original Issue Discount ("OID") previously accrued by the U.S. Holder and, if the election described below has been made, market discount previously included in the U.S. Holder's income and decreased by any acquisition premium in respect of the Securities that has been previously taken into account as an offset to OID income. OID generally is the excess of the stated redemption price at maturity of a Security over its issue price and a ratable daily portion of the amount allocable to each accrual period (each of which must be no longer than one year) must be included in income by a Holder, where the amount allocable to each accrual period is determined on a constant yield basis.

        An exception to the capital gain treatment described above may apply if you purchased a Security at a "market discount." If you acquired a Security at a cost that is less than its adjusted issue price, the amount of such difference is treated as market discount for U.S. federal income tax purposes, unless such difference is less than .0025 multiplied by the adjusted issue price multiplied by the number of complete years to maturity from the date of acquisition. In general, any gain realized by a U.S. Holder

10

on the sale of a Security having market discount will be treated as ordinary income to the extent of the market discount that you have accrued (on a straight line basis or, at your election, on a constant yield basis), unless such Holder has elected to include market discount in income currently as it accrues.

        Sale of Securities Pursuant to the Put Option by Non-U.S. Holders. A Non-U.S. Holder who receives cash in exchange for Securities pursuant to the Put Option generally will not be subject to U.S. federal income tax on any gain recognized, provided that: (i) such Non-U.S. Holder does not own, actually or constructively, 10 percent or more of the total combined voting power of all classes of the Company's stock entitled to vote, is not a controlled foreign corporation related, directly or indirectly, to the Company through stock ownership, and is not a bank receiving interest described in section 881(c)(3)(A) of the Code; (ii) the Non-U.S. Holder certifies on IRS Form W-8BEN (or successor form), under penalties of perjury, that it is not a United States person and provides its name and address; (iii) such Non-U.S. Holder is not an individual who is present in the United States for 183 days or more in the taxable year of disposition, or such individual does not have a "tax home" (as defined in section 911(d)(3) of the Code) or an office or other fixed place of business in the United States; and (iv) such gain is not effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States.

        If a Non-U.S. Holder is engaged in a trade or business in the United States, and if the gain on the notes is effectively connected with the conduct of such trade or business, the Non-U.S. Holder will generally be subject to regular U.S. federal income tax on any gain realized on the sale or exchange of the Securities in the same manner as if it were a U.S. Holder. In lieu of the certificate described in the preceding paragraph, such Non-U.S. Holder will be required to provide to the withholding agent a properly executed IRS Form W-8ECI (or successor form) in order to claim an exemption from withholding tax. In addition, if such Non-U.S. Holder is a foreign corporation, such Holder may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable treaty) of its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

        Information Reporting and Backup Withholding. The Code and the Treasury Regulations require those who make specified payments to report the payments to the IRS. Among the specified payments are interest and proceeds paid by brokers to their customers. Payments made to U.S. Holders will generally be subject to such "information reporting," unless the U.S. Holder is an exempt recipient, such as a corporation and certain tax-exempt organizations.

        The "backup withholding" rules generally require payors to withhold tax at a rate of 28% from payments subject to information reporting if the recipient fails to furnish its taxpayer identification number to the payor or fails to certify that payments received by such Holder are not subject to backup withholding. In order to satisfy these requirements, U.S. Holders electing to surrender Securities should complete the Form W-9 which is part of the Purchase Notice and provide it with the Securities being surrendered. A U.S. Holder exempt from backup withholding and information reporting should so indicate in Part 2 of the Form W-9.

        If a Non-U.S. Holder holds Securities through the non-U.S. office of a non-U.S. related broker or financial institution, backup withholding and information reporting generally will not apply. Information reporting, and possibly backup withholding, may apply if the Securities are held by a Non-U.S. Holder through a U.S. broker or financial institution or the U.S. office of a non-U.S. broker or financial institution and the Non-U.S. Holder fails to provide appropriate information (on Form W-8BEN or other applicable form) to the payor. Non-U.S. Holders should consult their tax advisors with respect to the application of U.S. information reporting and backup withholding rules to the disposition of Securities pursuant to the Put Option.

11.   Additional Information. Motorola is subject to the reporting and other informational requirements of the Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information can be inspected

11

and copied at the Public Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. Such material may also be accessed electronically by means of the SEC's home page on the Internet at www.sec.gov. Such reports and other information concerning Motorola may also be inspected at the offices of the NYSE located at 20 Broad Street, New York, New York 10005.

        The Company has filed with the SEC a Tender Offer Statement on Schedule TO, pursuant to Section 13(e)(4) of the Exchange Act and Rule 13e-4 promulgated thereunder, furnishing certain information with respect to the Put Option. The Tender Offer Statement on Schedule TO, together with any exhibits and any amendments thereto, may be examined and copies may be obtained at the same places and in the same manner as set forth above.

        The documents listed below contain important information about the Company and its financial condition.

•

Motorola's Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 27, 2003, and amended on April 18, 2003;



•

All other reports filed pursuant to Section 13, 14 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K mentioned above;



•

All documents filed with the SEC by Motorola pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Company Notice and prior to 5:00 p.m., New York City time, on the Purchase Date;



•

The description of Motorola's Common Stock set forth in Motorola's Registration Statement on Form 8-B dated July 2, 1973, including any amendments or reports filed with the SEC for the purpose of updating such description; and



•

The description of Motorola's preferred stock purchase rights set forth in Motorola's Registration Statement on Form 8-A dated November 5, 1998, as amended.

        In the event of conflicting information in these documents, the information in the latest filed documents should be considered correct.

12.   No Solicitations. The Company has not employed any persons to make solicitations or recommendations in connection with the Put Option.

13.   Definitions. All capitalized terms used but not specifically defined herein shall have the meanings given to such terms in the Indenture.

14.   Conflicts. In the event of any conflict between this Company Notice and the accompanying Purchase Notice on the one hand and the terms of the Indenture or any applicable laws on the other hand, the terms of the Indenture or applicable laws, as the case may be, will control.

None of the Company or its board of directors or employees are making any recommendation to any Holder as to whether to surrender or refrain from surrendering Securities for purchase pursuant to this Company Notice. Each Holder must make his or her own decision whether to surrender his or her Securities for purchase and, if so, the principal amount of Securities to surrender based on their own assessment of current market value and other relevant factors.

MOTOROLA, INC.

August 29, 2003

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ANNEX A

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

        The following table sets forth the names of each of the members of Motorola's board of directors and each of Motorola's executive officers.

Name	Position(s) Held
Christopher B. Galvin	Chairman of the Board and Chief Executive Officer
Mike S. Zafirovski	President, Chief Operating Officer and Director
Scott A. Anderson	Executive Vice President and President and Chief Executive Officer of Semiconductor Products Sector
Robert L. Barnett	Executive Vice President
Gregory Q. Brown	Executive Vice President and President and Chief Executive Officer of Commercial, Government and Industrial Solutions Sector
Dennis J. Carey	Executive Vice President and President and Chief Executive Officer of Integrated Electronic Systems Sector
Eugene A. Delaney	Executive Vice President and President of Global Relations and Resources Organization
David W. Devonshire	Executive Vice President and Chief Financial Officer
Glenn A. Gienko	Executive Vice President and Director of Human Resources
A. Peter Lawson	Executive Vice President, General Counsel and Secretary
Thomas J. Lynch	Executive Vice President and President and Chief Executive Officer of Personal Communications Sector
Daniel M. Moloney	Executive Vice President and President and Chief Executive Officer of Broadband Communications Sector
Adrian R. Nemcek	Executive Vice President and President and Chief Executive Officer of Global Telecom Solutions Sector
Leif G. Soderberg	Senior Vice President and Director, Global Strategy and Corporate Development
Padmasree Warrior	Senior Vice President and Chief Technology Officer
H. Laurance Fuller	Director
Judy C. Lewent	Director
Dr. Walter E. Massey	Director
Nicholas Negroponte	Director
Indra K. Nooyi	Director
John E. Pepper, Jr.	Director
Samuel C. Scott III	Director
Douglas A. Warner III	Director
B. Kenneth West	Director
Dr. John A. White	Director

        The business address of each person set forth above is c/o Motorola, Inc., 1303 E. Algonquin Road, Schaumburg, Illinois 60196. The telephone number there is (847) 576-5000.

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QuickLinks

MOTOROLA, INC. COMPANY NOTICE
TABLE OF CONTENTS
SUMMARY TERM SHEET
IMPORTANT INFORMATION CONCERNING THE PUT OPTION
ANNEX A BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

EX-99.(A)(1)(B)

Exhibit 99(a)(1)(B)

MOTOROLA, INC.

PURCHASE NOTICE
TO SURRENDER
MOTOROLA, INC.
LIQUID YIELD OPTION™ NOTES DUE SEPTEMBER 27, 2013
(ZERO COUPON-SUBORDINATED)

CUSIP Number: 620076 AJ8

Pursuant to the Company Notice
Dated August 29, 2003

        This Purchase Notice relates to the purchase of Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "Securities") of Motorola, Inc., a Delaware corporation (the "Company" or "Motorola"), at the option of the holder thereof, pursuant to the terms and conditions specified in paragraph 6 of the Securities and as set forth in the Company Notice, dated August 29, 2003, and the Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent").

Your right to surrender your Securities to the Company for purchase will expire at 5:00 p.m., New York City time, on the first Business Day on or after September 27, 2003, which is Monday, September 29, 2003 (the "Purchase Date"). Holders of Securities (the "Holders") must validly surrender Securities for purchase (and not have withdrawn such Securities) prior to 5:00 p.m., New York City time, on the Purchase Date, in order to receive $799.52 per $1,000 principal amount at maturity of Securities (the "$1,000 principal amount"). Securities surrendered for purchase may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Purchase Date. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY TRUST COMPANY ("DTC") NEED NOT SUBMIT A PHYSICAL COPY OF THIS PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is:

        BANK ONE TRUST COMPANY, N.A.

In Person or by Registered or Certified Mail or Overnight Courier:

Bank One Trust Company, N.A.
Registered Bond Processing Unit, Suite 0124
Chicago, Illinois 60670-0124
Attention: Janice Ott Rotunno
Telephone: (312) 407-1682

The instructions accompanying this Purchase Notice should be read carefully before this Purchase Notice is completed.

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        This Purchase Notice can be used only if:

•

certificate(s) representing Securities are to be physically delivered with it to the Paying Agent; or



•

a surrender of Securities is being made concurrently by book-entry transfer to the Paying Agent's account at DTC through the DTC's Automatic Tenders over the Participant Terminal System ("PTS"), subject to the terms and procedures of that system. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC.

        Any beneficial owner whose Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to surrender such Securities should contact such registered holder of the Securities promptly and instruct such registered holder to surrender on behalf of the beneficial owner.

Delivery of this Purchase Notice and all other required documents to an address other than as set forth above does not constitute valid delivery to the Paying Agent. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent. The method of delivery of all documents, including certificates representing Securities, is at the risk of the Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. You must sign this Purchase Notice in the appropriate space provided therefore, with signature guarantee if required, and complete the Form W-9 set forth below. See instructions 1, 2 and 12.

2

Ladies and Gentlemen:

        By execution of this Purchase Notice, each signatory hereof (the "undersigned") represents that the undersigned has received the Company Notice, dated August 29, 2003 (the "Company Notice"), of Motorola, Inc., a Delaware corporation (the "Company" or "Motorola"), which provides the notice to the holders (the "Holders") required pursuant to the Indenture, dated as of September 1, 1993 (the "Indenture"), between the Company and Bank One Trust Company, N.A. (as successor in interest to the First National Bank of Chicago), a national banking association organized and existing under the laws of the United States of America (the "Paying Agent"). This Purchase Notice relates to the Company's Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "Securities"), and the Holder's right to surrender the Securities for purchase by the Company for $799.52 per $1,000 principal amount at maturity of the Securities (the "Purchase Price"), subject to the terms and conditions of the Indenture, paragraph 6 of the Securities and the Company Notice. Upon the terms and subject to the conditions set forth herein and the Indenture, and effective upon the acceptance for payment thereof, the undersigned hereby irrevocably sells, assigns and transfers all right and title to the Company in and to the Securities surrendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the Paying Agent the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Paying Agent also acts as the agent of the Company) with respect to such Securities, with full power of substitution (such power-of-attorney being deemed to be an irrevocable power coupled with an interest) to (1) present such Securities and all evidences of transfer and authenticity to, or transfer ownership of, such Securities on the account books maintained by the Depository Trust Company ("DTC") to, or upon the order of, the Company, (2) present such Securities for transfer and cancellation on the books of the relevant security registrar, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, all in accordance with the terms of and conditions to the Company Notice and the Indenture.

        The undersigned hereby represents and warrants that:

(a)

the undersigned owns the Securities surrendered hereby as contemplated by Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and has full power and authority to validly surrender the Securities surrendered hereby;



(b)

when and to the extent the Company accepts such Securities for payment, the Company will acquire good, marketable and unencumbered title to them, free and clear of all security interests, liens, charges, encumbrances, conditional sales agreements or other obligations relating to their surrender or transfer, and not subject to any adverse claim;



(c)

on request, the undersigned will execute and deliver any additional documents that the Paying Agent or the Company deems necessary or desirable to complete the surrender of the Securities surrendered for purchase hereby and accepted for payment; and



(d)

the undersigned has read and agrees to all of the terms of the Company Notice and this Purchase Notice.

        The undersigned understands that surrender of the Securities is not made in acceptable form until receipt by the Paying Agent of this Purchase Notice, duly completed and signed, together with all accompanying evidence of authority in form satisfactory to the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent). All questions as to form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities for purchase hereunder will be determined by the Company in its sole discretion (which may delegate power in whole or in part to the Paying Agent) and such determination shall be final and binding on all parties.

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        The undersigned understands that all Securities properly surrendered for purchase and not withdrawn prior to 5:00 p.m., New York City time, on the first Business Day on or after September 27, 2003, which is Monday, September 29, 2003 (the "Purchase Date"), will be purchased at the Purchase Price, in cash, upon the terms and conditions specified in the Indenture, paragraph 6 of the Securities and as set forth in the Company Notice. The undersigned understands that acceptance of the Securities by the Company for payment will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Indenture, the Company Notice and this Purchase Notice.

        Unless otherwise indicated under "Special Issuance Instructions" or "Special Delivery Instructions" below, the check for the Purchase Price for any Securities tendered hereby that are purchased will be issued to the order of the undersigned and mailed to the address indicated in the box entitled "Description of Securities Being Surrendered for Purchase." In the event that the boxes entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" are completed, the check will be issued in the name of, and the payment of the aggregate Purchase Price will be mailed to, the address so indicated.

        All authority conferred or agreed to be conferred in this Purchase Notice shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Purchase Notice shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

NOTE: SIGNATURES MUST BE PROVIDED

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

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DESCRIPTION OF SECURITIES BEING SURRENDERED FOR PURCHASE

Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Securities)(1)		Securities Surrendered for Purchase (Attach additional signed list, if necessary)
		Security Certificate Number(s)(2)	Principal Amount Represented by Securities	Principal Amount Surrendered for Purchase(2)(3)
		Total Amount Surrendered for Purchase
(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if Securities are being surrendered for purchase by book-entry transfer.
(3)	If you desire to surrender for purchase less than the entire principal amount evidenced by the Securities listed above, please indicate in this column the portion of the principal amount of such Securities that you wish to surrender for purchase, otherwise, the entire principal amount evidenced by such Securities will be deemed to have been surrendered for purchase.

METHOD OF DELIVERY

o CHECK HERE IF SECURITIES ARE BEING PHYSICALLY DELIVERED HEREWITH.

o
CHECK HERE IF SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC, AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:

DTC Account Number:

Address:

Telephone (with international dialing code):

Facsimile (with international dialing code):

Contact Person:

Date Surrendered:

Transaction Code Number:

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SPECIAL ISSUANCE
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Purchase Price of Securities purchased are to be issued in the name of and sent to someone other than the undersigned, or if Securities surrendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at DTC other than the one designated above.

Issue Check and/or Securities to:

Name: (Please Print)

Address:

(Include Zip Code)

(Taxpayer Identification Number of
Social Security Number)

Credit unpurchased Securities by book-entry to DTC account number:

(DTC Account Number)

(Account Party)

SPECIAL DELIVERY
INSTRUCTIONS
(See Instructions 2, 4, 5 and 6)

To be completed ONLY if Securities not surrendered or not purchased and/or any check for the aggregate Purchase Price of Securities purchased, issued in the name of the undersigned, are to be sent to someone other than the undersigned, or to the undersigned at an address other than that indicated above.

Mail Check and/or Securities to:

Name: (Please Print)

Address: (Include Zip Code)

NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

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SIGN HERE
(See Instructions 1 and 5)
(Please Complete Form W-9)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Purchase Notice. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title.

Signature(s) of Holder(s)

Dated: , 2003

Name(s): (Please Print)

Capacity (full title):

Area Code(s) and Telephone Number(s):

Tax Id./S.S. Number(s): (Taxpayer Identification Number(s) or Social Security Number(s))

Address(es): (Include Zip Code)

The Guarantee Below Must be Completed

GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address:

Area Code and Telephone Number:

Date:
, 2003

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INSTRUCTIONS

Forming Part of the Terms and Conditions of this Purchase Notice

        1.    Delivery of Purchase Notice and Securities.    This Purchase Notice can be used only if Securities are to be delivered with it to the Paying Agent or a surrender of Securities is being made concurrently by book-entry transfer to the Paying Agent's account at DTC. Holders that surrender through DTC need not submit a physical Purchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC. Securities or confirmation of the delivery of Securities by book-entry transfer to the Paying Agent through DTC, together with a properly completed and duly executed Purchase Notice or agent's message and any other required documents, should be delivered to the Paying Agent at the appropriate address set forth on the first page of this Purchase Notice and must be received by the Paying Agent prior to 5:00 p.m., New York City time, on the Purchase Date. The term "agent's message" means a message, transmitted to DTC and received by the Paying Agent and forming a part of a book-entry transfer, that states that DTC has received an express acknowledgement that the undersigned agrees to be bound by this Purchase Notice and that the Company may enforce this Purchase Notice against the undersigned. Delivery of documents to DTC or the Company does not constitute delivery to the Paying Agent.

        The method of delivery of all documents, including Securities, this Purchase Notice and any other required documents, is at the election and risk of the surrendering Holder(s). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

        Each surrendering Holder, by execution of this Purchase Notice, waives any right to receive any notice of the acceptance of his or her surrender.

        2.    Guarantee of Signatures.    No signature guarantee is required if either:

        (a)   this Purchase Notice is signed by the registered Holder(s) of the Securities (which term, for purposes of this Purchase Notice, includes any participant in DTC whose name appears on a security position listing as the Holder of such Securities) surrendered with the Purchase Notice, unless such Holder has completed the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" above; or

        (b)   the Securities surrendered with this Purchase Notice are surrendered for the account of an eligible guarantor institution, as defined in Rule 17Ad-15 under the Exchange Act (each, an "Eligible Institution").

        In all other cases an Eligible Institution must guarantee the signatures on this Purchase Notice. See Instruction 5.

        3.    Inadequate Space.    If the space provided in the box captioned "Description of Securities Being Surrendered for Purchase" is inadequate, the Security certificate numbers, the principal amount represented by the Securities and the principal amount surrendered should be listed on a separate signed schedule and attached to this Purchase Notice.

        4.    Partial Surrenders and Unpurchased Securities.    (Not applicable to Holders who surrender by book-entry transfer.) If less than all of the principal amount evidenced by the Securities is to be surrendered for purchase, fill in the portion of the principal amount of such Securities which is to be surrendered for purchase in the column entitled "Principal Amount Surrendered for Purchase" in the box captioned "Description of Securities Being Surrendered for Purchase." In such case, a new certificate for the remainder of the Securities evidenced by the old certificate will be issued and sent to the registered Holder(s), unless otherwise specified in the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" in this Purchase Notice, as promptly as practicable following the Purchase Date; provided, however, that each Security purchased and each new Security issued shall be

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in a principal amount at maturity of $1,000 or integral multiples thereof. The full principal amount of Securities listed and delivered to the Paying Agent is deemed to have been surrendered unless otherwise indicated.

        5.    Signatures on Purchase Notice and Endorsements.

        (a)   If this Purchase Notice is signed by the registered Holder(s) of the Securities surrendered for purchase hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Securities without any change whatsoever.

        (b)   If the Securities are registered in the names of two or more joint Holders, each such Holder must sign this Purchase Notice.

        (c)   If any surrendered Securities are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Purchase Notices as there are different registrations of Securities.

        (d)   (Not applicable to Holders who surrender by book-entry transfer.) When this Purchase Notice is signed by the registered Holder(s) of the Securities and transmitted hereby, no endorsements of Securities is required unless payment is to be made, or the Securities not surrendered or not purchased are to be issued, to a person other than the registered Holder(s). See Instruction 2. In such an event, signature(s) on such Securities must be guaranteed by an Eligible Institution. If this Purchase Notice is signed by a person other than the registered Holder(s) of the Securities listed, the assignment form on the Securities must be completed and signed exactly as the name(s) of the registered Holder(s) appear on the Securities and signature(s) on such Securities must be guaranteed by an Eligible Institution. See Instruction 2.

        (e)   If this Purchase Notice is signed by attorneys-in-fact, executors, administrators, trustees, guardians, partners, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Company of their authority so to act.

        6.    Special Payment and Special Delivery Instructions.    The surrendering Holder(s) signing this Purchase Notice should indicate in the applicable box or boxes the name and address to which Securities for principal amounts not surrendered or checks for payment of the aggregate Purchase Price are to be issued or sent, if different from the name(s) and address(es) of such Holder(s). In the case of issuance in a different name, the taxpayer identification number or social security number of the person named must also be indicated. If no instructions are given, Securities not surrendered will be returned to the Holder(s). Any Holder(s) surrendering by book-entry transfer may request that Securities not surrendered be credited to such account at DTC as such Holder(s) may designate under the caption "Special Issuance Instructions." If no such instructions are given, any such Securities not surrendered will be returned by crediting the account at DTC designated above.

        7.    Irregularities.    The Company will determine, in its sole discretion, all questions as to the form of documents, eligibility, validity (including time of receipt) and acceptance for payment of any surrender of Securities and its determinations shall be final and binding on all parties. The Company reserves the absolute right to reject any or all surrenders it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in the surrender of any particular Security. No surrender of Securities will be deemed to have been properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with surrenders must be cured within such time as the Company shall determine. The Company's interpretation of the terms of the Purchase Notice (including these instructions) will be final and binding on all parties. None of the Company, the Paying Agent or any

9

other person is or will be obligated to give notice of any defects or irregularities in surrenders of Securities and none of them will incur any liability for failure to give such notice.

        8.    Mutilated, Lost, Stolen or Destroyed Certificates for Securities.    Any Holder(s) whose certificates for Securities have been mutilated, lost, stolen or destroyed should write to or telephone the Paying Agent at the address or telephone number set forth on the front cover page of this Purchase Notice.

        The Holder will then be instructed by the Paying Agent as to the steps that must be taken in order to replace the certificates. This Purchase Notice and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

        9.    Questions and Requests for Assistance and Additional Copies.    Questions and requests for assistance may be directed to the Paying Agent and additional copies of the Company Notice and this Purchase Notice may also be obtained from the Paying Agent.

        10.    Withdrawal Right.    You may withdraw previously surrendered Securities at any time until 5:00 p.m., New York City time, on the Purchase Date. See Section 4 of the Company Notice for a more detailed description of withdrawal rights.

        11.    Transfer Taxes.    If payment of the Purchase Price is to be made to, or if Securities not surrendered or purchased are to be registered in the name of, any persons other than the registered Holder(s), or if surrendered Securities are registered in the name of any person other than the person(s) signing this Purchase Notice, the amount of any transfer taxes (whether imposed on the registered Holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted.

        12.    Important Tax Information.    Under U.S. federal income tax law, a Holder that surrenders Securities is required to provide the Paying Agent with such Holder's current taxpayer identification number ("TIN") on a properly completed Form W-9, or, alternatively, to establish another basis for an exemption from backup withholding. If such Holder is an individual, the TIN is his or her Social Security number. If the Paying Agent is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, any payment made to such Holder with respect to Securities purchased pursuant to the Company Notice may be subject to 28% backup withholding.

        Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that Holder must submit to the Paying Agent a properly completed Internal Revenue Service Form W-8 BEN (a "Form W-8 BEN"), signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 BEN can be obtained from the Paying Agent. See the enclosed Form W-9 for additional instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payment made to the Holder or other payee. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The Paying Agent cannot refund amounts withheld by reason of backup withholding.

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EX-99.(A)(1)(C)

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Exhibit 99(a)(1)(C)

MOTOROLA, INC.

NOTICE OF WITHDRAWAL
OF SURRENDER OF
MOTOROLA, INC.
LIQUID YIELD OPTION™ NOTES DUE SEPTEMBER 27, 2013
(ZERO COUPON-SUBORDINATED)

CUSIP Number: 620076 AJ8

Pursuant to the Company Notice
dated August 29, 2003

        THIS OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE FIRST BUSINESS DAY ON OR AFTER SEPTEMBER 27, 2003, WHICH IS MONDAY, SEPTEMBER 29, 2003 (THE "PURCHASE DATE"). REGISTERED HOLDERS OF SECURITIES MUST SURRENDER THEIR SECURITIES ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE IN ORDER TO RECEIVE THE PURCHASE PRICE. SECURITIES SURRENDERED FOR PURCHASE MAY BE WITHDRAWN IF THE REGISTERED HOLDER SUBMITS AND THE PAYING AGENT RECEIVES THIS COMPLETED AND SIGNED NOTICE OF WITHDRAWAL NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON THE PURCHASE DATE. HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.

The Paying Agent is:

Bank One Trust Company, N.A.

In Person or by Registered or Certified Mail or Overnight Courier:

Bank One Trust Company, N.A.
Registered Bond Processing Unit
One Bank Plaza
Suite 0124
Chicago, Illinois 60670-0124
Attention: Janice Ott Rotunno
Telephone: (312) 407-1682

        All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Company Notice, dated August 29, 2003, and the accompanying Purchase Notice, of Motorola, Inc., a Delaware corporation (the "Company" or "Motorola"), relating to the purchase by the Company, at the option of the holder thereof, of the Company's Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "Securities") for $799.52 per $1,000 principal amount at maturity of the Securities, subject to the terms and conditions of the Indenture, paragraph 6 of the Securities and the Option Materials.

        This Notice of Withdrawal is to be completed by registered holders of Securities desiring to withdraw the surrender of such Securities in the Put Option if (i) Securities have been previously surrendered to the Paying Agent, or (ii) delivery of such Securities has been previously made by book-entry transfer to the Paying Agent's account at the Depository Trust Company ("DTC") pursuant to the book-entry transfer procedures described under the caption "Procedures to be Followed by Holders Electing to Surrender Securities for Purchase" in the Company Notice.

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Ladies and Gentlemen:

        The undersigned hereby withdraws the undersigned's surrender for purchase to the Company of the Securities described below, which Securities were previously surrendered for purchase pursuant to the Company Notice.

        The undersigned understands that the withdrawal of Securities previously surrendered in this Put Option, effected by this Notice of Withdrawal, may not be rescinded and that such Securities will no longer be deemed to be validly surrendered for purchase for purposes of the undersigned's Purchase Notice. Such withdrawn Securities may be resurrendered for purchase only by following the procedures for surrendering set forth in the Company Notice and in the accompanying Purchase Notice.

        All authority conferred or agreed to be conferred in this Notice of Withdrawal shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligations of the undersigned under this Notice of Withdrawal shall be binding upon the heirs, personal and legal representatives, trustees in bankruptcy, successors and assigns of the undersigned.

DESCRIPTION OF SECURITIES BEING WITHDRAWN

Name(s) and Address(es) of Registered Holder(s) (Please fill in exactly as name(s) appear(s) on Securities)(1)		Securities Being Withdrawn (Attach additional signed list, if necessary)
		Security Certificate Number(s)(2)	Principal Amount Represented by Securities	Principal Amount Being Withdrawn(2)(3)
		Total Amount Being Withdrawn
(1)	Must correspond exactly to the name(s) that appear(s) on the certificate(s) for the Securities and the Paying Agent's record of registered holders or, if surrendered by a DTC participant, exactly as such participant's name(s) and address(es) appear(s) on the security position listing of DTC.
(2)	Need not be completed if Securities are being surrendered by book-entry transfer.
(3)	Unless otherwise specified, the entire aggregate principal amount evidenced by such Securities will be deemed to have been withdrawn.

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METHOD OF DELIVERY

o CHECK HERE IF SECURITIES WERE PHYSICALLY DELIVERED TO THE PAYING AGENT.

o
CHECK HERE IF SECURITIES WERE DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE PAYING AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Surrendering Institution:

DTC Account Number:

Address:

Telephone (with international dialing code):

Facsimile (with international dialing code):

Contact Person:

Date Surrendered:

Transaction Code Number:

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SIGN HERE

(To Be Completed by All Registered Holders of Securities Being Withdrawn)

Must be signed by registered Holder(s) exactly as name(s) appear(s) on the Securities or on a security position listing or by person(s) authorized to become registered Holder(s) of the Securities by documents transmitted with this Notice of Withdrawal. If the signature is by an attorney-in-fact, executor, administrator, trustee, guardian, partner, officer of a corporation or another party acting in a fiduciary or representative capacity, please set forth the signer's full title.

(Signature(s) of Registered Holder(s) or Authorized Signatory)

Dated: , 2003

Name(s): (Please Print)

Capacity (full title):

Address(es): (Include Zip Code)

Area Code(s) and Telephone Number(s):

The Guarantee Below Must be Completed

GUARANTEE OF SIGNATURE(S)

Authorized Signature:

Name:

Title:

Name of Eligible Institution:

Address: (Include Zip Code)

Area Code and Telephone Number:

Dated:
, 2003

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Exhibit 99(a)(1)(C)

EX-99.(A)(1)(D)

Exhibit 99(a)(1)(D)

Form       W-9
(Rev. January 2003)
  
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Print or type
See Specific Instructions on page 2.

Name
Business name, if different from above
Check appropriate box:	o Individual/     Sole proprietor	o Corporation	o Partnership	o Other	> .............................	o Exempt from backup     withholding
Address (number, street, and apt, or suite no.)					Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]- [  ][  ]- [  ][  ][  ][  ] or     Employer identification number
[  ][  ]- [  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2.

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

3.

I am a U.S. person (including a U.S. resident alien),

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign
Here Signature of
U.S. person > Date >

Purpose of Form

A person who is required to file an information return with the IRS must get your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1.     Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2.     Certify that you are not subject to backup withholding, or

3.     Claim exemption from backup withholding if you are a U.S. exempt payee.

Note: If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Foreign person. If you are a foreign person, use the appropriate Form W-8 (See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 30% of such payments (29% after December 31, 2003; 28% after December 31, 2005). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1.     You do not furnish your TIN to the requester, or

2.     You do not certify your TIN when required (see the Part II instructions on page 4 for details), or

3.     The IRS tells the requester that you furnished an incorrect TIN, or

4.     The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your interest and dividends on your tax return (for reportable interest and dividends only), or

5.     You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

    Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of S50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of Federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

    If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

    If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part I of the form.

Sole proprietor. Enter your individual name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line.

Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note: You are requested to check the appropriate box for your status (individuals/sole proprietor, corporation, etc.).

Exempt from backup withholding.

    If you are exempt, enter your name as described above and check the appropriate box for your status, then check the"Exempt from backup withholding" box in the line following the business name, sign and date the form.

    Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees:

1.     An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

2.     The United States or any of its agencies or instrumentalities;

3.     A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities;4.

4.     A foreign government or any of its political subdivisions, agencies, or instrumentalities; or

5.     An international organization or any of its agencies or instrumentalities.Other payees that may be exempt from backup withholding include:

6.     A corporation;

7.     A foreign central bank of issue;

8.     A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States;

9.     A futures commission merchant registered with the Commodity Futures Trading Commission;

10.   A real estate investment trust;

11.   An entity registered at all times during the tax year under the Investment Company Act of 1940;

12.   A common trust fund operated by a bank under section 584(a);

13.   A financial institution;

14.   A middleman known in the investment community as a nominee or custodian; or

15.   A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for	THEN the payment is exempt for
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt recipients 1 through 72

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a Federal executive agency.

Part I—Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

    If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

    If you are an LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) above), and are owned by an individual, enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN.

Note: See the chart on this page for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form on-line at www.ssa.gov/online/ss5.html. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at www.irs.gov.

    If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Writing "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II—Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 3, and 5 below indicate otherwise.

    For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt from backup withholding on page 2.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1.     Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2.     Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3.     Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4.     Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5.     Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA or Archer MSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

Cat. No. 10231X Form W-9 (Rev. 1-2002)

Form W-9 (Rev. 1-2003)                                                                                                                            Page 2

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not s legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship		The owner 3
For this type of account:			Give name and EIN of:
6.	Sole proprietorship		The owner 3
7.	A valid trust, estate, or pension trust		Legal entity 4
8.	Corporate		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.	Partnership		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name, but you may also enter your business or "DBA" name. You may use either your SSN or EIN (if you have one).

⁴ List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws.

    You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

EX-99.(A)(5)(A)

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Exhibit 99(a)(5)(A)

MOTOROLA ANNOUNCES COMMENCEMENT OF TENDER
PERIOD FOR LYONS™ DUE SEPTEMBER 27, 2013

•

LYONs are puttable solely at option of holders

•

Motorola's obligation to purchase tendered LYONs was established when the LYONs were issued in 1993

•

Motorola has elected to purchase any tendered LYONs for cash

•

Tender period will end on September 29, 2003

•

Total principal amount of $102.5 million of LYONs due 2013 outstanding

•

Total purchase price of $82 million if all outstanding LYONs due 2013 are tendered

        SCHAUMBURG, ILL.—August 29, 2003—Motorola, Inc. (NYSE: MOT) today announced that holders of its Liquid Yield Option™ Notes due September 27, 2013 (Zero Coupon-Subordinated) (the "LYONs") have the right to surrender their LYONs for purchase during a one-month period that begins today and ends on Monday, September 29, 2003. Pursuant to the indenture under which the LYONs were issued in September of 1993, each holder of the LYONs has the right to require Motorola to purchase, on Monday, September 29, 2003, all or any part of such holder's LYONs at a price equal to $799.52 per $1,000 principal amount at maturity of the LYONs.

        Under the terms of the LYONs, Motorola has elected to purchase any tendered LYONs solely with cash. The aggregate principal amount due at maturity for all outstanding LYONs is approximately $102.5 million. If all outstanding LYONs were surrendered for purchase, the aggregate cash purchase price would be approximately $82 million. Motorola would repurchase the LYONs with available cash. Motorola had $6.2 billion of cash and cash equivalents at the end of the second quarter of 2003.

        In order to surrender LYONs for purchase, a purchase notice must be delivered to Bank One Trust Company, N.A., the trustee for the LYONs, on or before 5:00 p.m., New York City time, on Monday, September 29, 2003. Holders may withdraw any LYONs previously surrendered for purchase at any time prior to 5:00 p.m., New York City time, on Monday, September 29, 2003.

        Motorola filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission today. Motorola will make available to LYONs holders, through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing LYONs for purchase. LYONs holders are encouraged to read these documents carefully before making any decision with respect to the surrender of LYONs, because these documents contain important information regarding the details of Motorola's obligation to purchase the LYONs.

        The LYONs are currently convertible, solely at the holder's option, into 33.534 shares of Motorola common stock per $1,000 principal amount at maturity of LYONs, subject to adjustment under certain circumstances.

This press release does not constitute an offer to purchase the LYONs. The offer to purchase is made solely by Motorola's company notice dated August 29, 2003.

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About Motorola

        Motorola, Inc. (NYSE: MOT) is a global leader in wireless, automotive and broadband communications. Sales in 2002 were $27.3 billion. Motorola is a global corporate citizen dedicated to ethical business practices and pioneering important technologies that make things smarter and life better, honoring traditions that began when the company was founded 75 years ago. For more information, please visit: www.motorola.com.

        # # #

Media Contact:

Bill Parke
1+847-576-4525
William.Parke@motorola.com

"Liquid Yield Option" and "LYONs" are Trademarks of Merrill Lynch & Co., Inc.

MOTOROLA and the stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners.

© Motorola, Inc. 2003

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MOTOROLA ANNOUNCES COMMENCEMENT OF TENDER PERIOD FOR LYONS™ DUE SEPTEMBER 27, 2013