SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

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 East Algonquin Road, Schaumburg, Illinois 60196
(Address of principal executive offices)
Registrant's telephone number (847) 576-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
 
Name of Each Exchange
on Which Registered

 
Common Stock, $3 Par Value per Share   New York Stock Exchange
Chicago Stock Exchange
Liquid Yield Option Notes due 2009   New York Stock Exchange
Liquid Yield Option Notes due 2013   New York Stock Exchange
Rights to Purchase Junior Participating   New York Stock Exchange
Preferred Stock, Series A   Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None .

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      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of January 31, 1997 was approximately $39.2 billion (based on closing sale price of $68.375 per share as reported for the New York Stock Exchange-Composite Transactions).

The number of shares of the registrant's Common Stock, $3 par value per share, outstanding as of January 31, 1997 was 593,866,999.


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