Motorola, Inc. - PROXY STATEMENT

PROXY STATEMENT

The annual meeting of stockholders of Motorola, Inc. (the "Company" or "Motorola") will be held on May 6, 1997 for the purposes set forth in the accompanying Notice. The only matters which the Board of Directors of the Company intends to present are the election of directors. It is anticipated that this Proxy Statement and the enclosed proxy will be first mailed to stockholders on or about March 21, 1997.

Only stockholders of record at the close of business on March 14, 1997 will be entitled to notice of and to vote at the meeting or any adjournments thereof. On that date, there were 594,240,525 issued and outstanding shares of the Company's common stock, $3 par value per share ("Common Stock"), the only class of voting securities of the Company. For each matter, which may come before the meeting, including the election of directors, each share is entitled to one vote.

The enclosed proxy is solicited by the Board of Directors of the Company. If the proxy in such form is properly returned by dating, signing and mailing, or the proxy is voted properly by using the telephone voting procedures, and choices are specified, the shares represented thereby will be voted at the meeting in accordance with those instructions. If no choices are specified, the proxy will be voted -

FOR - Election of directors nominated by the Board of Directors.

The proxy, if given, may be revoked by the stockholder giving it at any time before it is voted, and such right is not limited by or subject to compliance with any specified formal procedure. A proxy may be revoked by written notice of revocation or by a later proxy, in either case delivered using the telephone voting procedures or by mail to the Secretary of the Company. Attendance at the 1997 Annual Meeting will not automatically revoke a proxy, but a stockholder in attendance may request a ballot and vote in person, thereby revoking a prior granted proxy.

If a stockholder is a participant in the Motorola Profit Sharing and Investment Plan (the "Profit Sharing Plan") the proxy card also will serve as a voting instruction for the trustees of those plans where all accounts are registered in the same name. If shares of Common Stock in the Profit Sharing Plan are not voted either by telephone or by returning the proxy card representing such shares, those shares will be voted by the trustees in the same proportion as the shares voted by telephone or for which signed cards are returned by other participants. The Motorola Employee Stock Ownership Plan ("ESOP") was merged into the Profit Sharing Plan as of June 28, 1996. No separate voting is required for shares formally in the ESOP.

The Company's Summary Annual Report for the fiscal year ended December 31, 1996 was first mailed to stockholders on or about March 21, 1997. The Summary Annual Report is not incorporated by reference into this Proxy Statement and is not to be deemed a part hereof.

ELECTION OF DIRECTORS

The terms of office of all present directors of the Company will expire on the day of the annual meeting upon the election of their successors. The number of directors of the Company to be elected at the annual meeting is sixteen. The directors elected at the annual meeting will serve until their respective successors are elected and qualified or until earlier death or resignation.

NOMINEES

Each of the nominees named below is currently a director of the Company and, other than Robert L. Growney, was elected at the annual meeting of stockholders held on May 7, 1996. William J. Weisz is not standing for re-election to the Board of Directors pursuant to the Company's policy on age and tenure of directors.

At the time of the annual meeting, if any of the nominees named below is not available to serve as a director (an event which the Board of Directors does not now anticipate), the proxies will be voted for the election as directors of such other person or persons as the Board of Directors may designate, unless the Board of Directors, in its discretion, adopts a resolution reducing the number of directors.

Set forth below are the names and ages of the nominees, the principal occupation of each, the year in which first elected a director of the Company, the business experience of each for at least the past five years and certain other information concerning each of the nominees.

GARY L. TOOKER
Principal Occupation:
Chairman of the Board,
Motorola, Inc.
Director since 1986; Member of the Executive and Management Development Committees
Age at 12/31/96 - 57

Mr. Tooker started with the Company in 1962, holding ascending marketing and operations assignments within the semiconductor business. He became Vice President and General Manager of the International Semiconductor Division in 1980; Vice President and General Manager of the Semiconductor Products Sector in 1981; Executive Vice President and General Manager of the Semiconductor Products Sector in 1984; Senior Executive Vice President and Chief Corporate Staff Officer in 1986; Chief Operating Officer in 1988; President in 1990; Vice Chairman of the Board and Chief Executive Officer in 1993; and Chairman of the Board on January 1, 1997. Mr. Tooker has served as chairman of the Semiconductor Industry Association and the American Electronics Association Boards of Directors and served on the Scottsdale, Arizona Boys and Girls Club Board of Directors. He is a member of the Board of Directors of Eaton Corporation, Catalyst, Junior Achievement of Chicago, Arizona State University Alumni Association and the Arizona State University Foundation. He is chairman of the Pacific Basin Economic Council and is past chairman of its U.S. Member Committee. He is a member of the Business Roundtable Policy Committee, the National Academy of Engineering, the Council on Competitiveness Executive Committee, the Business Council, the Institute of Electrical and Electronics Engineers and the Chicago Executive Club. In 1983, he received the Distinguished Alumnus Award from Arizona State University. He is a graduate of Arizona State University where he received a bachelor's degree in Electrical Engineering and did post-graduate studies in Business Administration. He was awarded an honorary Doctor of Humane Letters Degree from ASU in 1996.

H. LAURANCE FULLER
Principal Occupation:
Chairman of the Board and Chief Executive Officer,
Amoco Corporation
Director since 1994; Member of the Nominating and Audit Committees
Age at 12/31/96 - 58

Mr. Fuller is Chairman of the Board and Chief Executive Officer of Amoco Corporation, an energy company. Mr. Fuller was elected President of Amoco Corporation in 1983, and its Chairman of the Board and Chief Executive Officer in 1991. He has been a member of Amoco Corporation's Executive Committee and a member of the Board of Directors of Amoco since 1981. Mr. Fuller joined Amoco in 1961, was named President of Amoco Oil Company in 1978, and was elected Executive Vice President of Amoco Corporation in 1981. He is also a director of The Chase Manhattan Corporation, The Chase Manhattan Bank, N.A., Abbott Laboratories, Security Capital Group, the American Petroleum Institute, Catalyst, and Rehabilitation Institute of Chicago. He is a trustee of the Chicago Orchestral Association. Mr. Fuller graduated from Cornell University in 1961 with a B.S. degree in chemical engineering, and earned a J.D. degree from DePaul University Law School in 1965.

CHRISTOPHER B. GALVIN
Principal Occupation:
Chief Executive Officer, Motorola, Inc.
Director since 1988; Member of the Executive and Finance Committees
Age at 12/31/96 - 46

Mr. Galvin began working for the Company part-time in 1967 and full-time in 1973. Between 1973 and 1988 he served in sales, sales management, marketing, product management, service management and general management positions in the Company's Two-Way Radio, Tegal subsidiary (semiconductor capital equipment products) and Paging businesses. In 1988, he became Chief Corporate Staff Officer and was elected to the Motorola Board of Directors. In 1990, he was appointed to the Office of the Chief Executive as Senior Executive Vice President and Assistant Chief Operating Officer. He served as President and Chief Operating Officer from 1993 until he became Chief Executive Officer on January 1, 1997. Mr. Galvin received a bachelor's degree from Northwestern University and a master's degree with distinction from the Kellogg Graduate School of Management at Northwestern. He is a trustee of Rand Corporation, Northwestern University, and the American Enterprise Institute. Mr. Galvin is the son of Robert W. Galvin.

ROBERT W. GALVIN
Principal Occupation:
Chairman of the Executive Committee, Motorola, Inc.
Director since 1945
Age at 12/31/96 - 74

Mr. Galvin started his career at the Company in 1940. He held the senior officership position in the Company from 1959 until 1990, when he became Chairman of the Executive Committee. He continues to serve as a full time officer of the Company. He attended the University of Notre Dame and the University of Chicago, and is currently a member of the Board of Trustees of Illinois Institute of Technology. Mr. Galvin has been awarded a number of honorary degrees as well as industrial, professional and national awards and recognition.

ROBERT L. GROWNEY
Principal Occupation:
President and Chief Operating Officer, Motorola, Inc.
Director since 1997
Age at 12/31/96 - 54

Mr. Growney began his career with Motorola in 1966 holding various positions in the Company's wireless communications businesses. He was appointed a company officer in 1985, elected corporate vice president by the Board of Directors in 1986, elevated to senior vice president in 1989, to executive vice president in 1992, and to President and General Manager of the Messaging, Information and Media Sector in 1994. He was elected President and Chief Operating Officer effective January 1, 1997 and elected to the Board of Directors in February of 1997. Mr. Growney received both his bachelor's degree in mechanical engineering and his master's degree in business administration from Illinois Institute of Technology in Chicago.

ANNE P. JONES
Principal Occupation: Consultant
Director since 1984; Chairman of the Audit Committee and Member of the Nominating Committee
Age at 12/31/96 - 61

Ms. Jones is currently working as a consultant. She was a partner in the Washington, D.C. office of the Sutherland, Asbill & Brennan law firm from 1983 until 1994. Prior thereto, she was a Commissioner of the Federal Communications Commission, General Counsel of the Federal Home Loan Bank Board, and was on the staff of the Securities and Exchange Commission from 1968 to 1977. She was Director of the Division of Investment Management of the Securities and Exchange Commission in 1976 and 1977.
Ms. Jones is a director of the IDS Mutual Fund Group and C-COR Electronics, Inc. She holds B.S. and L.L.B. degrees from Boston College and its Law School, respectively.

DONALD R. JONES
Principal Occupation: Retired; formerly Executive Vice President and Chief Financial Officer, Motorola, Inc.
Director since 1987; Chairman of the Finance Committee and Member of the Audit Committee
Age at 12/31/96 - 66

Mr. Jones joined the Company in 1951; became Director of Finance and Planning of the Communications Division in 1968; Treasurer of the Company in 1971; Vice President and Assistant Chief Financial Officer in 1974; Senior Vice President and Assistant Chief Financial Officer in 1984; and Executive Vice President and Chief Financial Officer in 1985. He retired in 1991. He is a trustee of the Kemper Mutual Funds, Chicago, Illinois. Mr. Jones received a B.S.E.E. degree from the University of Illinois and did graduate work in Business Administration at Northwestern University.

JUDY C. LEWENT
Principal Occupation: Senior Vice President and Chief Financial Officer, Merck & Co., Inc.
Director since 1995; Member of the Finance and Audit Committees
Age at 12/31/96 - 47

Ms. Lewent has been Senior Vice President and Chief Financial Officer, Merck & Co., Inc., a pharmaceuticals company, since 1992 and was formerly its Vice President - Finance and Chief Financial Officer (1990-1992) and Vice President and Treasurer (1987-1990). She is also a director of Astra Merck, Inc.; the DuPont Merck Pharmaceutical Company; Johnson & Johnson Merck Consumer Pharmaceuticals Company; and The Quaker Oats Company. Ms. Lewent received a B.S. degree from Goucher College and a M.S. degree from MIT Sloan School of Management.

WALTER E. MASSEY
Principal Occupation: President of Morehouse College
Director since 1993; Chairman of the Technology Committee and Member of the Nominating Committee
Age at 12/31/96 - 58

After being staff physicist and post-doctoral fellow at Argonne National Laboratory, assistant professor at the University of Illinois, associate professor and professor of physics at Brown University, Dr. Massey then joined Argonne National Laboratory as its director and was named to the additional position of Vice President for Research at the University of Chicago in 1982. In 1984, he became Vice President for Research and for Argonne National Laboratory, the University of Chicago. In 1991, he was appointed by President Bush as the Director of the National Science Foundation. In April, 1993 he became Provost and Senior Vice President, Academic Affairs, University of California System, and since August, 1995 he has been President of Morehouse College. Dr. Massey received a Ph.D. degree in physics and a Master of Arts degree from Washington University. He also holds a Bachelor of Science degree in Physics and Mathematics from Morehouse College. He also is a past President of the American Association for the Advancement of Science. He is a director of Amoco Corporation and BankAmerica Corporation and its subsidiary, Bank of America, N.T.S.A. Dr. Massey previously served as a director of the Company from May 1984 until May 1991 when he accepted his appointment to the National Science Foundation.

JOHN F. MITCHELL
Principal Occupation: Vice Chairman of the Board, Motorola, Inc.
Director since 1974; Member of the Executive, Technology and Management Development Committees
Age at 12/31/96 - 68

Mr. Mitchell joined the Company in 1953; became Vice President of the Company in 1968; General Manager of the Communications Division in 1972; Executive Vice President and Assistant Chief Operating Officer in 1975; President in 1980; Chief Operating Officer in 1986; and Vice Chairman and Officer of the Board in 1988. He retired as an officer of the Company in 1995, but continues as a consultant. He is former chairman of the Electronic Industries Association and an honorary member of its Board of Governors. He is a former director of the National Association of Manufacturers; a member of the President's National Security Telecommunications Advisory Committee; a Fellow of the Radio Club of America; and is on the Advisory Board of Trustees of the Foundation for Student Communications, Princeton University. Mr. Mitchell received a B.S. degree from the Illinois Institute of Technology. He was awarded an honorary doctorates from the Illinois Institute of Technology, Dublin City University and from Iowa Wesleyan College.

THOMAS J. MURRIN
Principal Occupation: Dean of Duquesne University's School of Business Administration
Director since 1991; Chairman of the Nominating Committee and Member of the Compensation Committee
Age at 12/31/96 - 67

Mr. Murrin is Dean of Duquesne University's School of Business Administration. He previously was Deputy Secretary of the U.S. Department of Commerce and served as a U.S. delegate to the NATO Industrial Advisory Group and as a member of the Defense Policy Advisory Committee on Trade. From 1983 to 1987, he was President of the Energy and Advanced Technology Group of Westinghouse Electric Corporation, which he joined in 1951. Mr. Murrin also served as chairman of the Commission on the Federal Appointment Process, the Federal Quality Institute, the Board of Overseers of the Commerce Department's Malcolm Baldrige National Quality Award and the Defense Department's Defense Manufacturing Board. He has also served as Distinguished Service Professor in Technology and Management at Carnegie Mellon University, as Chairman of the Board of Trustees of Duquesne University and as a member of the Board of Trustees of Fordham University. He is a director of Duquesne Light Company and its holding company, DQE, Inc. He also serves as a director of the Pittsburgh Regional Alliance, and is Vice-Chairman of the Regions Working Together Consortium.

NICHOLAS NEGROPONTE
Principal Occupation:
Director of Media Laboratory of Massachusetts Institute of Technology
Director since 1996; Member of the Technology Committee
Age at 12/31/96 - 53

Mr. Negroponte is a founder and director of the Massachusetts Institute of Technology's Media Laboratory, an interdisciplinary, multi-million dollar research center focusing exclusively on the study and experimentation of future forms of human and machine communication. Mr. Negroponte studied at MIT, where as a graduate student he specialized in the then new field of computer aided design. In 1967 he founded MIT's pioneering Architecture Machine Group, a combination lab and think tank responsible for many radically new approaches to the human-computer interface. He joined the MIT faculty in 1966 and became a full professor in 1980. In 1992 Mr. Negroponte co-founded Wired magazine of which he is the senior columnist. Mr. Negroponte received a B.A. and M.A. in Architecture from Massachusetts Institute of Technology.

JOHN E. PEPPER, JR.
Principal Occupation:
Chairman of the Board and Chief Executive of Procter & Gamble Co.
Director since 1994; Member of the Compensation and Management Development Committees
Age at 12/31/96 - 58

Mr. Pepper is Chairman of the Board of Directors and Chief Executive of Procter & Gamble Co., a consumer products company. Mr. Pepper joined Procter & Gamble in 1963, became General Manager of Procter & Gamble Italia in 1974, and was named Division Manager - International in 1977. In 1978, he returned to the U.S. as Vice President-Packaged Soap and Detergent Division. He was elected Executive Vice President of Procter & Gamble Co. and was named to its Board of Directors in 1984, was named President in 1986 and was named Chairman of the Board and Chief Executive in July, 1995. Mr. Pepper is also a director of the Xerox Corporation. He is Co-Chairman of the Governor's Education Council of the State of Ohio, a Fellow of the Yale Corporation, and was Chairman of the 1994 Cincinnati United Way Campaign. He is Co Chairman of the Cincinnati Youth Collaborative, and a trustee of the Christ Church Endowment Fund. Mr. Pepper graduated from Yale University in 1960 and holds honorary doctorate degrees from Mount St. Joseph College, Xavier University and St. Petersburg University (Russia).

SAMUEL C. SCOTT III
Principal Occupation: Corporate Vice President and President of the Corn Refining Business of CPC International, Inc.
Director since 1993; Chairman of the Compensation Committee and Member of the Executive Committee
Age at 12/31/96 - 52

Mr. Scott is currently a Corporate Vice President of CPC International, Inc., a consumer foods company and President of its Corn Refining Business. Mr. Scott joined Corn Products in 1973 and has held a variety of increasingly responsible positions with the company since that time. He received a Bachelor of Science degree in mechanical engineering and a Master of Business Administration degree from Fairleigh Dickinson University. Mr. Scott is on the Board of Directors of Arancia-CPC, Reynolds Metals Company, Inroads/Chicago, MERC (Minority Economic Resources Corporation), and the Corn Refiners Association.

B. KENNETH WEST
Principal Occupation: Senior Consultant for Corporate Governance to Teachers Insurance and Annuity Association, College Retirement Equities Fund
Director since 1976; Chairman of the Management Development Committee and Member of the Executive and Finance Committees
Age at 12/31/96 - 63

Mr. West is currently serving as Senior Consultant for corporate governance to Teachers Insurance and Annuity Association, College Retirement Equities Fund, a major pension fund company. He retired as Chairman of the Board of Harris Trust and Savings Bank and its holding company, Harris Bankcorp, Inc. in 1995. He had been employed at Harris since 1957, and was elected President of Harris in 1980 and Chairman and Chief Executive Officer in 1984. In September 1993 he retired as Chief Executive Officer and as an employee, retaining his position as Chairman of the Board. He is also a director of The Pepper Companies, Inc. Mr. West is a 1955 Phi Beta Kappa graduate of the University of Illinois and after joining Harris Bank in 1957 completed night classes to receive an M.B.A. with honors in 1960 from the University of Chicago. He is a past chairman of the board of trustees of the University of Chicago and in 1988 was awarded the University's honorary Doctor of Laws degree. He is a past President of the University of Illinois Foundation and is a past Chairman of the Civic Committee of the Commercial Club of Chicago of which he is also a past President.

DR. JOHN A. WHITE
Principal Occupation: Dean of Engineering, Georgia Institute of Technology
Director since 1995: Member of the Audit and Technology Committees
Age at 12/31/96 - 57

Dr. White has served since July 1, 1991, as Dean of Engineering at Georgia Institute of Technology, having been a member of the faculty since 1975. During the period from July 1988 to September 1991, he served as Assistant Director of the National Science Foundation in Washington, D.C. He is a director of Eastman Chemical Company, CAPS Logistics, Inc., Russell Corporation and Georgia Institute of Technology Research Corporation, a member of the National Science Board, past president of the National Consortium for Graduate Degrees for Minorities in Engineering and Science, Inc., and a director of the Southeast Consortium for Minorities in Engineering, Inc. Dr. White received a B.S.I.E. from the University of Arkansas, a M.S.I.E. from Virginia Polytechnic Institute and State University and a Ph.D from The Ohio State University.