PROXY STATEMENT
MANAGEMENT'S DISCUSSION
AND ANALYSIS
1995 CONSOLIDATED
FINANCIAL STATEMENTS
AND NOTES

PLACE OF MEETING:
1297 East Algonquin Road
Schaumburg, Illinois 60196

Notice of Annual Meeting of Stockholders

To the Stockholders:

Notice is hereby given that the annual meeting of stockholders of Motorola, Inc. (the "Company" or "Motorola"), a Delaware corporation, will be held in the Auditorium at the Company's Galvin Center, 1297 East Algonquin Road, Schaumburg, Illinois on Tuesday, May 7, 1996 at 5:00 P.M., local time, for the following purposes:

1. To elect directors for the ensuing year;
2. To consider and vote upon the Motorola Share Option Plan of 1996; and
3. To transact such other business as may properly come before the meeting.

Please note that attendance at the meeting will be limited to stockholders of Motorola as of the record date (or their authorized representatives). If your shares ar e held by a bank or broker, please bring to the meeting your bank or broker statement evidencing your beneficial ownership of Motorola stock.

Stockholders are requested to vote their proxies by telephone as described in the enclosed instruction card or, date, sign and mail their proxies in the form enclosed even though they now plan to attend the meeting. If stockholders are present at the meeting, their proxies may be withdrawn whether voted by telephone or by mail, and they m ay vote personally on all matters brought before the meeting.

By order of the Board of Directors

Richard H. Weise
Secretary

March 21, 1996

We hope you will attend the stockholders' meeting. In order that there may be a proper representation at the meeting, each stockholder is requested to vote his or her proxy either by telephone or by sending the proxy card in the enclosed envelope which requires no postage if mailed in the United States. Attention to this request will reduce the Company's expense in soliciting proxies.