UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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):  February 22, 2005

Motorola, Inc.

Delaware
(State or Other Jurisdiction of Incorporation)

(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:

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

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

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

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

Table of Contents

Item 2.02. Results of Operations and Financial Condition

The information in this Form 8-K that is furnished under “Item 2.02. Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

As part of its normal closing process conducted to complete its year end financial statements, Motorola, Inc. has made certain changes to its financial statements based on information identified subsequent to the announcement on January 18, 2005 of its fourth quarter 2004 financial results in a press release. These changes did not change fourth quarter 2004 diluted earnings per common share from continuing operations and impacted fourth quarter 2004 net earnings by 1%. The impact to full year 2004 net earnings is 0.5%.

Attached hereto as Exhibit 99.1 are the condensed consolidated statements of operations for the quarters and years ended December 31, 2004 and December 31, 2003 reflecting these changes.

Fourth quarter 2004 financial results were affected as follows:

Full year 2004 financial results were affected as follows:

Item 9.01 Financial Statements and Exhibits.

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

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.