<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2001

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 MOTOROLA, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)


                DELAWARE                                     36-1115800
    (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

    1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS             60196
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                 MOTOROLA COMPENSATION/ACQUISITION PLAN OF 2000
                            (FULL TITLE OF THE PLAN)

                 CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
              1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (847) 576-5000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

                                                  Proposed        Proposed
 Title of                                         Maximum         Maximum
Securities                        Amount          Offering        Aggregate        Amount of
  to be                           to be            Price          Offering       Registration
Registered                     Registered(1)     Per share(2)      Price(2)        Fee (2)(3)
-----------------------------------------------------------------------------------------------
<S>                          <C>                    <C>          <C>               <C>
Motorola, Inc. Common
Stock ($3 Par Value)(4)(5)   40,000,000 shares      $15.84       $633,600,000       $22,843
-----------------------------------------------------------------------------------------------
</TABLE>

(1)  Plus an indeterminate number of additional shares which may be issued if
     the anti-dilution adjustment provisions of the Plan become operative.

(2)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c) and (h)(1), on the basis of the average of the high and low
     reported sales price of the registrant's Common Stock on the New York Stock
     Exchange - Composite Tape on May 4, 2001.

(3)  The filing fee of $135,557 previously paid pursuant to Registration
     Statement No. 333-40200, initially filed on June 27, 2000 by Propel, Inc.,
     a wholly-owned subsidiary of Motorola, Inc., and subsequently amended on
     July 21, 2000 and September 19, 2000, is being used to offset a portion of
     the $158,400 filing fee for this Registration Statement.

(4)  Includes preferred stock purchase rights. Prior to the occurrence of
     certain events, the preferred stock purchase rights will not be evidenced
     separately from the Common Stock.

(5)  Includes an indeterminate number of interests related to the Common Stock
     to be issued under the Plan, all of which are generally nontransferable,
     including stock options and stock equivalents.

                             ----------------------

<PAGE>


PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Motorola, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No. 1-7221) are
incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 2000, filed pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act").

     2. The Company's Current Report on Form 8-K as filed with the Commission on
     April 3, 2001.

     3. The description of the Company's Common Stock included in the
     Registration Statement on Form 8-B dated July 2, 1973, including any
     amendments or reports filed for the purpose of updating such description.

     4. The description of the Company's Preferred Share Purchase Rights
     included in the Registration Statement on Form 8-A dated November 5, 1998,
     as amended.

     All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the shares of the Company's
Common Stock offered hereby have been sold or which deregisters all the shares
of the Company's Common Stock then remaining unsold, shall be deemed to be
incorporated by reference into the Registration Statement and to be a part
hereof from the date of filing of such documents; (such documents and the
documents enumerated above being hereinafter referred to as "Incorporated
Documents"); provided however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for this purpose to the


                                       2
<PAGE>



extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Company's Common Stock to be offered is registered under Section 12(b)
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities offered under the Registration Statement is
being passed upon for the Company by Jeffrey A. Brown, Esq., Senior Corporate
Counsel in the Company's Law Department. As of May 1, 2001, Mr. Brown owned
approximately 1,400 shares of the Company's Common Stock and held options to
purchase 27,400 shares of the Company's Common Stock, of which 4,975 shares were
currently exercisable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

     The Company's Restated Certificate of Incorporation, as amended, and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;



                                       3
<PAGE>


               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Securities and Exchange Commission pursuant to Rule
               424(b) under the Securities Act of 1933 if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed

                                       4
<PAGE>



               to be a new registration statement relating to the securities
               offered therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.



                                       5
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg, State of Illinois, on
the 8th day of May, 2001.

                                   MOTOROLA, INC.

                                   By: /s/ CARL F. KOENEMANN
                                       -------------------------------
                                       Carl F. Koenemann
                                       Executive Vice President and
                                       Chief Financial Officer

                                POWER OF ATTORNEY

     Each of the hereby constitutes and appoints Christopher B. Galvin, Robert
L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of them, as
attorneys for him and in his name, place and stead, and in any and all
capacities, to execute and file any amendments, supplements or statements with
attorneys, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorney, or any of them, or their or his substitute or substitutes,
may or shall lawfully do, or cause to be done, by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the date or dates indicated.

<TABLE>
<CAPTION>

         Signature                           Title                          Date
        ----------                           -----                          ----
<S>                               <C>                                      <C>
/s/ CHRISTOPHER B. GALVIN         Chairman of the Board and                05/08/01
---------------------------       Chief Executive Officer
Christopher B. Galvin             (Principal Executive Officer)


/s/ CARL F. KOENEMANN             Executive Vice President and             05/08/01
---------------------------       Chief Financial Officer
Carl F. Koenemann                 (Principal Financial Officer)


/s/ ANTHONY M. KNAPP              Senior Vice President and Controller     05/08/01
---------------------------       (Principal Accounting Officer)
Anthony M. Knapp




<PAGE>



/s/ FRANCESCO CAIO                Director                                 05/08/01
---------------------------
Francesco Caio

/s/ RONNIE C. CHAN                Director                                 05/08/01
---------------------------
Ronnie C. Chan

/s/ H. LAURANCE FULLER            Director                                 05/08/01
---------------------------
H. Laurance Fuller

/s/ ROBERT L. GROWNEY             Director                                 05/08/01
---------------------------
Robert L. Growney

/s/ ANNE P. JONES                 Director                                 05/08/01
---------------------------
Anne P. Jones


---------------------------       Director
Judy C. Lewent

/s/ WALTER E. MASSEY              Director                                 05/08/01
---------------------------
Walter E. Massey

/s/ NICHOLAS NEGROPONTE           Director                                 05/08/01
---------------------------
Nicholas Negroponte

/s/ JOHN E. PEPPER, JR.           Director                                 05/08/01
----------------------------
John E. Pepper, Jr.

/s/ SAMUEL C. SCOTT               Director                                 05/08/01
----------------------------
Samuel C. Scott III

/s/ B. KENNETH WEST               Director                                 05/08/01
---------------------------
B. Kenneth West

/s/ JOHN A. WHITE                 Director                                 05/08/01
---------------------------
John A. White

</TABLE>



<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number                    Description
--------------                    -----------
<S>         <C>
     5      Opinion and consent of Jeffrey A. Brown, Senior Corporate Counsel,
            Motorola Corporate Law Department as to the validity of the
            securities being issued.

     23(a)  The Consent of KPMG LLP.

     23(b)  The Consent of Jeffrey A. Brown, Senior Corporate Counsel,
            Motorola Corporate Law Department is included in Exhibit 5.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2048724zs-8.txt", "description": "S-8", "secsgml_size_bytes": 17982}]
{"company-data": {"conformed-name": "MOTOROLA INC", "cik": "0000068505", "assigned-sic": "3663", "irs-number": "361115800", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60612", "film-number": "1628183"}, "business-address": {"street1": "1303 E ALGONQUIN RD", "city": "SCHAUMBURG", "state": "IL", "zip": "60196", "phone": "8475765000"}, "mail-address": {"street1": "1303 EAST ALGONQUIN ROAD", "city": "SCHAUMBURG", "state": "IL", "zip": "60196"}, "former-company": {"former-conformed-name": "MOTOROLA DELAWARE INC", "date-changed": "19760414"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2001

                                                      REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 MOTOROLA, INC.
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                     36-1115800
    (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NUMBER)

    1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS             60196
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                 MOTOROLA COMPENSATION/ACQUISITION PLAN OF 2000
                            (FULL TITLE OF THE PLAN)

                 CARL F. KOENEMANN, EXECUTIVE VICE PRESIDENT AND
                             CHIEF FINANCIAL OFFICER
              1303 EAST ALGONQUIN ROAD, SCHAUMBURG, ILLINOIS 60196
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (847) 576-5000
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

                                                  Proposed        Proposed
 Title of                                         Maximum         Maximum
Securities                        Amount          Offering        Aggregate        Amount of
  to be                           to be            Price          Offering       Registration
Registered                     Registered(1)     Per share(2)      Price(2)        Fee (2)(3)
-----------------------------------------------------------------------------------------------
Motorola, Inc. Common
Stock ($3 Par Value)(4)(5)   40,000,000 shares      $15.84       $633,600,000       $22,843
-----------------------------------------------------------------------------------------------
(1)  Plus an indeterminate number of additional shares which may be issued if
     the anti-dilution adjustment provisions of the Plan become operative.

(2)  Estimated solely for purposes of calculating the registration fee, pursuant
     to Rule 457(c) and (h)(1), on the basis of the average of the high and low
     reported sales price of the registrant's Common Stock on the New York Stock
     Exchange - Composite Tape on May 4, 2001.

(3)  The filing fee of $135,557 previously paid pursuant to Registration
     Statement No. 333-40200, initially filed on June 27, 2000 by Propel, Inc.,
     a wholly-owned subsidiary of Motorola, Inc., and subsequently amended on
     July 21, 2000 and September 19, 2000, is being used to offset a portion of
     the $158,400 filing fee for this Registration Statement.

(4)  Includes preferred stock purchase rights. Prior to the occurrence of
     certain events, the preferred stock purchase rights will not be evidenced
     separately from the Common Stock.

(5)  Includes an indeterminate number of interests related to the Common Stock
     to be issued under the Plan, all of which are generally nontransferable,
     including stock options and stock equivalents.

                             ----------------------
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by Motorola, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") (File No. 1-7221) are
incorporated herein by reference:

     1. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 2000, filed pursuant to the Securities Exchange Act of 1934,
     as amended (the "Exchange Act").

     2. The Company's Current Report on Form 8-K as filed with the Commission on
     April 3, 2001.

     3. The description of the Company's Common Stock included in the
     Registration Statement on Form 8-B dated July 2, 1973, including any
     amendments or reports filed for the purpose of updating such description.

     4. The description of the Company's Preferred Share Purchase Rights
     included in the Registration Statement on Form 8-A dated November 5, 1998,
     as amended.

     All other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the shares of the Company's
Common Stock offered hereby have been sold or which deregisters all the shares
of the Company's Common Stock then remaining unsold, shall be deemed to be
incorporated by reference into the Registration Statement and to be a part
hereof from the date of filing of such documents; (such documents and the
documents enumerated above being hereinafter referred to as "Incorporated
Documents"); provided however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for this purpose to the

                                       2
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

     The Company's Common Stock to be offered is registered under Section 12(b)
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities offered under the Registration Statement is
being passed upon for the Company by Jeffrey A. Brown, Esq., Senior Corporate
Counsel in the Company's Law Department. As of May 1, 2001, Mr. Brown owned
approximately 1,400 shares of the Company's Common Stock and held options to
purchase 27,400 shares of the Company's Common Stock, of which 4,975 shares were
currently exercisable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.

     The Company's Restated Certificate of Incorporation, as amended, and its
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     Reference is made to the Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

                                       3
(ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Securities and Exchange Commission pursuant to Rule
               424(b) under the Securities Act of 1933 if, in the aggregate, the
               changes in volume and price represent no more than a 20% change
               in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed

                                       4
to be a new registration statement relating to the securities
               offered therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the registrant pursuant to the
               foregoing provisions, or otherwise, the registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Act and is, therefore, unenforceable. In the
               event that a claim for indemnification against such liabilities
               (other than the payment by the registrant of expenses incurred or
               paid by a director, officer or controlling person of the
               registrant in the successful defense of any action, suit or
               proceeding) is asserted by such director, officer or controlling
               person in connection with the securities being registered, the
               registrant will, unless in the opinion of its counsel the matter
               has been settled by controlling precedent, submit to a court of
               appropriate jurisdiction the question whether such
               indemnification by it is against public policy as expressed in
               the Act and will be governed by the final adjudication of such
               issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Schaumburg, State of Illinois, on
the 8th day of May, 2001.

                                   MOTOROLA, INC.

                                   By: /s/ CARL F. KOENEMANN
                                       -------------------------------
                                       Carl F. Koenemann
                                       Executive Vice President and
                                       Chief Financial Officer

                                POWER OF ATTORNEY

     Each of the hereby constitutes and appoints Christopher B. Galvin, Robert
L. Growney, Carl F. Koenemann and Anthony M. Knapp, and each of them, as
attorneys for him and in his name, place and stead, and in any and all
capacities, to execute and file any amendments, supplements or statements with
attorneys, and each of them, full power and authority to do and perform each and
every act and thing whatsoever requisite and necessary to be done in and about
the premises, as fully, to all intents and purposes, as he might or could do if
personally present at the doing thereof, hereby ratifying and confirming all
that said attorney, or any of them, or their or his substitute or substitutes,
may or shall lawfully do, or cause to be done, by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the date or dates indicated.
Signature                           Title                          Date
        ----------                           -----                          ----
/s/ CHRISTOPHER B. GALVIN         Chairman of the Board and                05/08/01
---------------------------       Chief Executive Officer
Christopher B. Galvin             (Principal Executive Officer)

/s/ CARL F. KOENEMANN             Executive Vice President and             05/08/01
---------------------------       Chief Financial Officer
Carl F. Koenemann                 (Principal Financial Officer)

/s/ ANTHONY M. KNAPP              Senior Vice President and Controller     05/08/01
---------------------------       (Principal Accounting Officer)
Anthony M. Knapp
/s/ FRANCESCO CAIO                Director                                 05/08/01
---------------------------
Francesco Caio

/s/ RONNIE C. CHAN                Director                                 05/08/01
---------------------------
Ronnie C. Chan

/s/ H. LAURANCE FULLER            Director                                 05/08/01
---------------------------
H. Laurance Fuller

/s/ ROBERT L. GROWNEY             Director                                 05/08/01
---------------------------
Robert L. Growney

/s/ ANNE P. JONES                 Director                                 05/08/01
---------------------------
Anne P. Jones

---------------------------       Director
Judy C. Lewent

/s/ WALTER E. MASSEY              Director                                 05/08/01
---------------------------
Walter E. Massey

/s/ NICHOLAS NEGROPONTE           Director                                 05/08/01
---------------------------
Nicholas Negroponte

/s/ JOHN E. PEPPER, JR.           Director                                 05/08/01
----------------------------
John E. Pepper, Jr.

/s/ SAMUEL C. SCOTT               Director                                 05/08/01
----------------------------
Samuel C. Scott III

/s/ B. KENNETH WEST               Director                                 05/08/01
---------------------------
B. Kenneth West

/s/ JOHN A. WHITE                 Director                                 05/08/01
---------------------------
John A. White
EXHIBIT INDEX
Exhibit Number                    Description
--------------                    -----------
5      Opinion and consent of Jeffrey A. Brown, Senior Corporate Counsel,
            Motorola Corporate Law Department as to the validity of the
            securities being issued.

     23(a)  The Consent of KPMG LLP.

     23(b)  The Consent of Jeffrey A. Brown, Senior Corporate Counsel,
            Motorola Corporate Law Department is included in Exhibit 5.