UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ending March 29, 1997

or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to _________

Commission file number:          1-7221

MOTOROLA, INC.

(Exact name of registrant as specified in its charter)

Delaware               36-1115800
(State of Incorporation) (I.R.S. Employer Identification No.)

1303 E. Algonquin Road, Schaumburg, Illinois 60196

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (847) 576-5000

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

     The number of shares outstanding of each of the issuer's classes of common stock as of the close of business on March 29, 1997:

                   Class                           Number of Shares
           Common Stock; $3 Par Value                 594,270,540


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