8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 31, 2005

Motorola, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7221	36-1115800
(Commission File Number)	(I.R.S. Employer Identification No.)
1303 East Algonquin Road, Schaumburg, Illinois	60196
(Address of Principal Executive Offices)	(Zipcode)

(847) 576-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers: Election of Directors; Appointment of Principal Officers

(d) Motorola, Inc. issued a press release on February 1, 2005, announcing that Thomas J. Meredith, has been elected a director of the Board of Directors of Motorola, Inc. effective January 31, 2005. Mr. Meredith was also appointed a member of the Audit and Legal Committee of the Board of Directors of Motorola, Inc.

Item 9.01. Financial Statements and Exhibits.

(c) The following is filed as an Exhibit to this Report.

Exhibit No.	Document
99.1	Press Release by Motorola, Inc. dated February 1, 2005 announcing the election of Thomas J. Meredith as a director of the Board of Directors of the Company

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOTOROLA, INC.
Dated: February 2, 2005	By:	/s/ A. Peter Lawson
		A. Peter Lawson
		Executive Vice President,
		General Counsel and Secretary

EXHIBIT INDEX

EXHIBIT No.	DOCUMENT
99.1	Press Release by Motorola, Inc. dated February 1, 2005 announcing the election of Thomas J. Meredith as a director of the Board of Directors of Motorola, Inc.

EX-99.1

Motorola Mediacenter - Press Releases Page 1 of 1

EXHIBIT 99.1

Motorola Names Thomas J. Meredith, Former CFO of Dell, Inc., to Its Board of Directors

Schaumburg, Ill. – 1 February 2005 - Motorola, Inc. (NYSE: MOT) today announced that Thomas J. Meredith, who served as the chief financial officer of Dell, Inc. from 1992 until 2000, has been elected to Motorola’s board of directors effective 31 January.

Meredith is an active private investor, civic leader and philanthropist. Currently, Meredith is a general partner and co-founder of Meritage Capital, L.P., an investment management firm specializing in multi-manager hedge funds; and chief executive officer of MFI Capital, the Meredith family’s private investment arm.

Meredith joined Dell in 1992 as senior vice president and chief financial officer and served in that position for 8 years, during which time he was instrumental in refining and extending Dell’s highly successful direct business model. Meredith most recently served as the managing director of Dell Ventures and as Dell’s senior vice president of business development and strategy

Prior to joining Dell, Meredith was vice president and treasurer for Sun Microsystems, Inc. He was also the co-founder and general manager of Amdahl Capital Corporation. He is currently a board member for publicly-traded Motive, Inc. and several private portfolio companies. He is also an adjunct professor at the McCombs School of Business at the University of Texas and serves on the advisory boards of both the University of Texas and Wharton School at the University of Pennsylvania.

Meredith received his master’s of law degree in taxation from Georgetown University, Washington, D.C.; his Juris Doctor from Duquesne University of Law; and his bachelor’s degree in political science from St. Francis University (PA). He has received honorary Ph.D.’s from St. Francis and Duquesne.

About Motorola

Motorola is a Fortune 100 global communications leader that provides seamless mobility products and solutions across broadband, embedded systems and wireless networks. In your home, auto, workplace, and all spaces in between, seamless mobility means you can reach the people, things and information you need, anywhere, anytime. Seamless mobility harnesses the power of technology convergence and enables smarter, faster, cost-effective and flexible communication. Motorola had sales of US $31.3 billion in 2004. For more information: www.motorola.com.

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Media Contacts:

Jennifer Weyrauch

Motorola, Inc.

+1-847-435-5320

jennifer.weyrauch@motorola.com

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