As filed with the Securities and Exchange Commission on May 4,  2000.
                                         Registration No. 333-_______


                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549


                                  FORM S-8
                       Registration Statement Under
                        the Securities Act of 1933



                                MOTOROLA, INC.
           (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   36-1115800
    (State or Other Jurisdiction of                   (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                           1303 East Algonquin Road
                          Schaumburg, Illinois  60196
                   (Address of Principal Executive Offices)

                               MOTOROLA, INC.
                       OMNIBUS INCENTIVE PLAN OF 2000
                         (Full Title of the Plan)

            Carl F. Koenemann                          Telephone number,
       Executive Vice President and                  including area code,
         Chief Financial Officer                     of agent for service:
              Motorola, Inc.                            (847) 576-5000
         1303 East Algonquin Road
        Schaumburg, Illinois 60196
  (Name and Address 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


Common Stock,
par value $3.00,  37,500,000 Shares   $116.31   $4,361,625,000   $1,151,469
including
Preferred Stock
Purchase
Rights(3)



(1) An undetermined number of additional shares may be issued if the anti-
    dilution adjustment provisions of the plan become operative.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with rule 457(c) and (h) under the Securities Act of 1933 on
    the basis of the average of the high and low prices of the Common Stock
    as reported on the New York Stock Exchange on April 27, 2000.

(3) 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, 1999, filed pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").

               (2) The Company's Current Reports on Form 8-K dated January
5, 2000 (as amended by Amendment No. 1 thereto filed on Form 8-K/A on March
17, 2000) and March 23, 2000 (as amended by Amendment No. 1 thereto filed
on Form 8-K/A on March 24, 2000).

               (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 documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment which indicates that all 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 registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year
during which the offering made by this registration statement is in effect
prior to the filing with the Commission of the registrant'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 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 securities to be offered are registered under Section 12(b)
of the 1934 Act.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

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

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

     5     Opinion and consent of McDermott, Will & Emery.
     23(a) The consent of KPMG LLP.
     23(b) The consent of McDermott, Will & Emery is included in Exhibit 5.

Item 9.  Undertakings.

          The 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 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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)  That, for the purposes of determining any liability under
the Act, 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 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.

          (4)  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.

          (5)  Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Schaumburg, State of
Illinois, on the 4th day of May, 2000.

                                         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 has been signed by the following persons in the
capacities indicated on the 4th day of May, 2000.



             Signature                          Title



      /s/ Christopher B. Galvin       Chairman of the Board and Chief
      Christopher B. Galvin           Executive Officer
                                      (Principal Executive Officer)

      /s/ Carl F. Koenemann           Executive Vice President and
      Carl F. Koenemann               Chief Financial Officer
                                      (Principal Financial Officer)

      /s/ Anthony M. Knapp            Senior Vice President and Controller
      Anthony M. Knapp                (Principal Accounting Officer)


      /s/ Ronnie C. Chan              Director
      Ronnie C. Chan


      /s/ H. Laurance Fuller          Director
      H. Laurance Fuller


      /s/ Robert W. Galvin            Director
      Robert W. Galvin


      /s/ Robert L. Growney           Director
      Robert L. Growney


      /s/ Anne P. Jones               Director
      Anne P. Jones


      /s/ Judy C. Lewent              Director
      Judy C. Lewent


      /s/ Dr. Walter E. Massey        Director
      Dr. Walter E. Massey


      /s/ Nicholas Negroponte         Director
      Nicholas Negroponte


      /s/ John E. Pepper, Jr.         Director
      John E. Pepper, Jr.


      /s/ Samuel C. Scott III         Director
      Samuel C. Scott III


      /s/ Gary L. Tooker              Director
      Gary L. Tooker


      /s/ B. Kenneth West             Director
      B. Kenneth West


      /s/ Dr. John A. White           Director
      Dr. John A. White




                               EXHIBIT INDEX

Exhibit Number                  Description

     5           Opinion and consent of McDermott, Will & Emery.

     23(a)       The Consent of KPMG LLP.

     23(b)       The Consent of McDermott, Will & Emery is included in
                 Exhibit 5.


(..continued)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13252}]
{"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": "333-36308", "film-number": "619568"}, "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 4,  2000.
                                         Registration No. 333-_______

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549

                                  FORM S-8
                       Registration Statement Under
                        the Securities Act of 1933

                                MOTOROLA, INC.
           (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   36-1115800
    (State or Other Jurisdiction of                   (I.R.S. Employer
    Incorporation or Organization)                   Identification No.)

                           1303 East Algonquin Road
                          Schaumburg, Illinois  60196
                   (Address of Principal Executive Offices)

                               MOTOROLA, INC.
                       OMNIBUS INCENTIVE PLAN OF 2000
                         (Full Title of the Plan)

            Carl F. Koenemann                          Telephone number,
       Executive Vice President and                  including area code,
         Chief Financial Officer                     of agent for service:
              Motorola, Inc.                            (847) 576-5000
         1303 East Algonquin Road
        Schaumburg, Illinois 60196
  (Name and Address 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

Common Stock,
par value $3.00,  37,500,000 Shares   $116.31   $4,361,625,000   $1,151,469
including
Preferred Stock
Purchase
Rights(3)

(1) An undetermined number of additional shares may be issued if the anti-
    dilution adjustment provisions of the plan become operative.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with rule 457(c) and (h) under the Securities Act of 1933 on
    the basis of the average of the high and low prices of the Common Stock
    as reported on the New York Stock Exchange on April 27, 2000.

(3) 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, 1999, filed pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act").

               (2) The Company's Current Reports on Form 8-K dated January
5, 2000 (as amended by Amendment No. 1 thereto filed on Form 8-K/A on March
17, 2000) and March 23, 2000 (as amended by Amendment No. 1 thereto filed
on Form 8-K/A on March 24, 2000).

               (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 documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of
a post-effective amendment which indicates that all 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 registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 in each year
during which the offering made by this registration statement is in effect
prior to the filing with the Commission of the registrant'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 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 securities to be offered are registered under Section 12(b)
of the 1934 Act.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

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

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

     5     Opinion and consent of McDermott, Will & Emery.
     23(a) The consent of KPMG LLP.
     23(b) The consent of McDermott, Will & Emery is included in Exhibit 5.

Item 9.  Undertakings.

          The 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 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.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act"), 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)  That, for the purposes of determining any liability under
the Act, 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 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.

          (4)  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.

          (5)  Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
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 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Schaumburg, State of
Illinois, on the 4th day of May, 2000.

                                         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 has been signed by the following persons in the
capacities indicated on the 4th day of May, 2000.

             Signature                          Title

      /s/ Christopher B. Galvin       Chairman of the Board and Chief
      Christopher B. Galvin           Executive Officer
                                      (Principal Executive Officer)

      /s/ Carl F. Koenemann           Executive Vice President and
      Carl F. Koenemann               Chief Financial Officer
                                      (Principal Financial Officer)

      /s/ Anthony M. Knapp            Senior Vice President and Controller
      Anthony M. Knapp                (Principal Accounting Officer)

      /s/ Ronnie C. Chan              Director
      Ronnie C. Chan

      /s/ H. Laurance Fuller          Director
      H. Laurance Fuller

      /s/ Robert W. Galvin            Director
      Robert W. Galvin

      /s/ Robert L. Growney           Director
      Robert L. Growney

      /s/ Anne P. Jones               Director
      Anne P. Jones

      /s/ Judy C. Lewent              Director
      Judy C. Lewent

      /s/ Dr. Walter E. Massey        Director
      Dr. Walter E. Massey

      /s/ Nicholas Negroponte         Director
      Nicholas Negroponte

      /s/ John E. Pepper, Jr.         Director
      John E. Pepper, Jr.

      /s/ Samuel C. Scott III         Director
      Samuel C. Scott III

      /s/ Gary L. Tooker              Director
      Gary L. Tooker

      /s/ B. Kenneth West             Director
      B. Kenneth West

      /s/ Dr. John A. White           Director
      Dr. John A. White

                               EXHIBIT INDEX

Exhibit Number                  Description

     5           Opinion and consent of McDermott, Will & Emery.

     23(a)       The Consent of KPMG LLP.

     23(b)       The Consent of McDermott, Will & Emery is included in
                 Exhibit 5.

(..continued)