Registration No.
                                                          ----------------

                                UNITED STATES
                     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)


               1995 Stock Option Plan of Starfish Software, Inc.
               1997 Stock Option Plan of Starfish Software, Inc.
                             (Full Title of Plan)
                            -----------------------

                  Carl F. Koenemann, Executive Vice President
             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             Amount          maximum    maximum
   securities           to be           offering   aggregate     Amount of
   to be                registered      price per  offering    registration
   registered           (1)(2)          share (3)  price (3)       fee (3)
--------------------------------------------------------------------------
Motorola, Inc. Common
Stock ($3 Par Value)(4) 534,318 shares  $49.19   $26,283,102.42   $7,753.51
--------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be required to be 
issued or may be issued pursuant to Section 4.2 of the Starfish Software, 
Inc. 1997 Stock Option Plan and Section 9(a) of the Starfish Software, Inc. 
1995 Stock Option Plan.

(2) If at any time the Form S-8 (or any successor form) permits the 
registration of the exercise of transferable employee benefit stock options 
by members of an employee's family, this Registration Statement is deemed 
to cover any such exercises.

(3) Estimated solely for purposes of calculating 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 October 20, 1998.

(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.
             -----------------------------------------------
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 (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, 1997, filed pursuant to the Securities Exchange Act of 
1934, as amended (the "Exchange Act").

     2.     The Company's Quarterly Report on Form 10-Q for the quarterly 
periods ended March 28, 1998 and June 27, 1998.

     3.     The Company's Current Report on From 8-K dated June 4, 1998.

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

     5.     The description of the Company's Preferred Share Purchase 
Rights included in the Registration Statement on Form 8-A dated November 
15, 1988, as amended by amendments on Forms 8 dated August 9, 1990 and 
December 2, 1992 and Form 8-A/A dated February 28, 1994.

     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.  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 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 5.  Interests of Named Experts and Counsel.

     The validity of the shares offered under the Registration Statement is 
being passed upon for the Company by Carol H. Forsyte, Senior Corporate 
Counsel in the Company's Law Department.  As of October 1, 1998, Ms. 
Forsyte owned 153 shares of Motorola Common Stock and held options to 
purchase 3800 shares of Motorola Common Stock, of which options to purchase 
1600 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.  Exhibits.

     5   Opinion and consent of Carol H. Forsyte,  Esq.

  23(a)  The consent of KPMG Peat Marwick LLP.

  23(b)  The consent of Carol H. Forsyte, Esq. is included in Exhibit 5.


Item 8. 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;

              (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 plans 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 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.



SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
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 19th day of October, 1998.

                                    MOTOROLA, INC.

                                    By: /S/ Christopher B. Galvin
                                       ---------------------------
                                        Christopher B. Galvin
                                        Chief Executive Officer

     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      Director and Principal     October 19, 1998
---------------------------     Executive Officer
Christopher B. Galvin


/s/  Carl F. Koenemann          Principal Financial        October 19, 1998
---------------------------     Officer
Carl F. Koenemann


/s/  Anthony M. Knapp           Principal Accounting       October 19, 1998
---------------------------     Officer
Anthony Knapp


/s/  Ronnie C. Chan             Director                   October 19, 1998
---------------------------
Ronnie C. Chan


/s/  H. Laurance Fuller         Director                   October 19, 1998
---------------------------
H. Laurance Fuller


/s/ Robert W. Galvin            Director                   October 19, 1998
---------------------------
Robert W. Galvin


/s/  Robert L. Growney          Director                   October 19, 1998
---------------------------
Robert L. Growney


/s/ Anne P. Jones               Director                   October 19, 1998
---------------------------
Anne P. Jones


/s/  Donald R. Jones            Director                   October 19, 1998
---------------------------
Donald R. Jones


/s/ Judy C. Lewent              Director                   October 19, 1998
---------------------------
Judy C. Lewent


/s/ Walter E. Massey            Director                   October 19, 1998
---------------------------
Walter E. Massey


/s/ Thomas J. Murrin            Director                   October 19, 1998
---------------------------
Thomas J. Murrin


/s/  Nicholas Negroponte        Director                   October 19, 1998
---------------------------
Nicholas Negroponte


/s/  John E. Pepper, Jr.        Director                   October 19, 1998
---------------------------
John E. Pepper, Jr.


/s/  Samuel C. Scott III        Director                   October 19, 1998
---------------------------
Samuel C. Scott III


/s/ Gary L. Tooker              Director                   October 19, 1998
---------------------------
Gary L. Tooker


/s/ B. Kenneth West             Director                   October 19, 1998
---------------------------
B. Kenneth West


/s/  John A. White              Director                   October 19, 1998
---------------------------
John A. White
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14583}]
{"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": "333-65941", "film-number": "98728567"}, "business-address": {"street1": "1303 E ALGONQUIN RD", "city": "SCHAUMBURG", "state": "IL", "zip": "60196", "phone": "7085765000"}, "former-company": {"former-conformed-name": "MOTOROLA DELAWARE INC", "date-changed": "19760414"}}
Registration No.
                                                          ----------------

                                UNITED STATES
                     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)

               1995 Stock Option Plan of Starfish Software, Inc.
               1997 Stock Option Plan of Starfish Software, Inc.
                             (Full Title of Plan)
                            -----------------------

                  Carl F. Koenemann, Executive Vice President
             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             Amount          maximum    maximum
   securities           to be           offering   aggregate     Amount of
   to be                registered      price per  offering    registration
   registered           (1)(2)          share (3)  price (3)       fee (3)
--------------------------------------------------------------------------
Motorola, Inc. Common
Stock ($3 Par Value)(4) 534,318 shares  $49.19   $26,283,102.42   $7,753.51
--------------------------------------------------------------------------
(1) Plus an indeterminate number of shares which may be required to be 
issued or may be issued pursuant to Section 4.2 of the Starfish Software, 
Inc. 1997 Stock Option Plan and Section 9(a) of the Starfish Software, Inc. 
1995 Stock Option Plan.

(2) If at any time the Form S-8 (or any successor form) permits the 
registration of the exercise of transferable employee benefit stock options 
by members of an employee's family, this Registration Statement is deemed 
to cover any such exercises.

(3) Estimated solely for purposes of calculating 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 October 20, 1998.

(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.
             -----------------------------------------------
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 (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, 1997, filed pursuant to the Securities Exchange Act of 
1934, as amended (the "Exchange Act").

     2.     The Company's Quarterly Report on Form 10-Q for the quarterly 
periods ended March 28, 1998 and June 27, 1998.

     3.     The Company's Current Report on From 8-K dated June 4, 1998.

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

     5.     The description of the Company's Preferred Share Purchase 
Rights included in the Registration Statement on Form 8-A dated November 
15, 1988, as amended by amendments on Forms 8 dated August 9, 1990 and 
December 2, 1992 and Form 8-A/A dated February 28, 1994.

     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.  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 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 5.  Interests of Named Experts and Counsel.

     The validity of the shares offered under the Registration Statement is 
being passed upon for the Company by Carol H. Forsyte, Senior Corporate 
Counsel in the Company's Law Department.  As of October 1, 1998, Ms. 
Forsyte owned 153 shares of Motorola Common Stock and held options to 
purchase 3800 shares of Motorola Common Stock, of which options to purchase 
1600 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.  Exhibits.

     5   Opinion and consent of Carol H. Forsyte,  Esq.

  23(a)  The consent of KPMG Peat Marwick LLP.

  23(b)  The consent of Carol H. Forsyte, Esq. is included in Exhibit 5.

Item 8. 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;

              (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 plans 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 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.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the 
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 19th day of October, 1998.

                                    MOTOROLA, INC.

                                    By: /S/ Christopher B. Galvin
                                       ---------------------------
                                        Christopher B. Galvin
                                        Chief Executive Officer

     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      Director and Principal     October 19, 1998
---------------------------     Executive Officer
Christopher B. Galvin

/s/  Carl F. Koenemann          Principal Financial        October 19, 1998
---------------------------     Officer
Carl F. Koenemann

/s/  Anthony M. Knapp           Principal Accounting       October 19, 1998
---------------------------     Officer
Anthony Knapp

/s/  Ronnie C. Chan             Director                   October 19, 1998
---------------------------
Ronnie C. Chan

/s/  H. Laurance Fuller         Director                   October 19, 1998
---------------------------
H. Laurance Fuller

/s/ Robert W. Galvin            Director                   October 19, 1998
---------------------------
Robert W. Galvin

/s/  Robert L. Growney          Director                   October 19, 1998
---------------------------
Robert L. Growney

/s/ Anne P. Jones               Director                   October 19, 1998
---------------------------
Anne P. Jones

/s/  Donald R. Jones            Director                   October 19, 1998
---------------------------
Donald R. Jones

/s/ Judy C. Lewent              Director                   October 19, 1998
---------------------------
Judy C. Lewent

/s/ Walter E. Massey            Director                   October 19, 1998
---------------------------
Walter E. Massey

/s/ Thomas J. Murrin            Director                   October 19, 1998
---------------------------
Thomas J. Murrin

/s/  Nicholas Negroponte        Director                   October 19, 1998
---------------------------
Nicholas Negroponte

/s/  John E. Pepper, Jr.        Director                   October 19, 1998
---------------------------
John E. Pepper, Jr.

/s/  Samuel C. Scott III        Director                   October 19, 1998
---------------------------
Samuel C. Scott III

/s/ Gary L. Tooker              Director                   October 19, 1998
---------------------------
Gary L. Tooker

/s/ B. Kenneth West             Director                   October 19, 1998
---------------------------
B. Kenneth West

/s/  John A. White              Director                   October 19, 1998
---------------------------
John A. White