As filed with the Securities and Exchange Commission on January 12, 2000
                                                     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 Registrant as Specified in its Charter)

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

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

                   General Instrument Corporation Savings Plan
                              (Full Title of Plans)

                                Carl F. Koenemann
              Executive Vice President and Chief Financial Officer
                                 Motorola, Inc.
                            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

--------------|--------------|-----------------|-------------------|------------
Title of      |              |                 |                   |
Each Class of |Amount to Be  |Proposed Maximum | Proposed Maximum  |  Amount of
Securities To |Registered (1)|Offering Price   |Aggregate Offering |Registration
Be Registered |              |Per Share (2)    |    Price (2)      |   Fee (3)
--------------|--------------|-----------------|-------------------|------------
Motorola, Inc.|  2,000,000   |   $125.50       |  $251,000,000.00  | $66,264.00
Common Stock  |              |                 |                   |
($3 Par       |              |                 |                   |
Value) (4)    |              |                 |                   |
--------------|--------------|-----------------|-------------------|------------
(1)  In addition, pursuant to Rule 416(c), this Registration Statement also
     covers an indeterminate amount of interests to be offered or sold pursuant
     to the General Instrument Corporation Savings Plan.
(2)  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 January 7, 2000.
(3)  Pursuant to Rule 457(h)(2), no registration fee is required with respect to
     the interests in the General Instrument Corporation Savings Plan.
(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 registrant's common stock.


<PAGE>


                                EXPLANATORY NOTE

          Motorola,  Inc.  ("Motorola" or the  "Registrant")  hereby  registers
2,000,000 shares of common stock, par value $3.00 per share, of Motorola
("Motorola Common Stock") and the associated rights (the "Rights") to purchase
Junior Participating Preferred Stock, Series B, par value $100 per share, in
connection with the General Instrument Corporation Savings Plan (the "Plan"),
and also hereby registers an indeterminate amount of interests to be offered or
sold pursuant to the Plan. On January 5, 2000, Lucerne Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Motorola ("Merger Sub"),
merged (the "Merger") with and into General Instrument Corporation, a Delaware
corporation ("General Instrument"), pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of September 14, 1999, among Motorola, Merger
Sub and General Instrument. Following the Merger, Motorola Common Stock is
substituted for the common stock of General Instrument under the Plan.

                                     PART I

                  INFORMATION REQUIRED IN THE 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 previously filed by Motorola with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

(a)  Motorola's Annual Report on Form 10-K, as amended, for the fiscal year
     ended December 31, 1998.

(b)  Motorola's Quarterly Reports on Form 10-Q, as amended, for the quarters
     ended April 3, July 3, and October 2, 1999.

(c)  Motorola's Current Reports on Form 8-K filed September 16, 1999 and
     January 6, 2000.

(d)  The description of Motorola Common Stock contained in Motorola's
     Registration  Statement  on Form 8-B  dated  July 2,  1973,  including  any
     amendment or report filed with the  Commission  for the purpose of updating
     such description.

(e)  The description of the Rights contained in Motorola's Registration
     Statement on Form 8-A dated  November 5, 1998,  including  any amendment or
     report filed for the purpose of updating such description.


                                      -1-
<PAGE>


          All documents  subsequently filed by Motorola pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any 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 this Registration Statement.

Item 5.       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 6.   Exhibits

Exhibit
Number    Description

  4.1     Restated Certificate of Incorporation, as amended (incorporated by
          reference to Exhibit 3(i)(b) to the  Registrant's Quarterly Report on
          Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).

  4.2     Certificate of Designations, Preferences and Rights of Junior
          Participating Preferred Stock, Series B (incorporated by reference to
          Exhibit 3.3 to the Registrant's Registration Statement on Form S-3
          dated January 20, 1999 (Registration No. 333-70827)).

  4.3     By-laws, as amended  through February 17, 1999 (incorporated by
          reference to Exhibit 3.3 to the  Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998 (File No. 1-7221)).

  4.4     Rights Agreement, dated as of November 5, 1998 between the Registrant
          and Harris Trust and Savings Bank, as Rights Agent (incorporated by
          reference to Exhibit 1.1 to the Registrant's Amendment No. 1 to
          Registration Statement on Form 8-A/A dated March 16, 1999 (File No.
          1-7221)).

  5.1     An opinion of counsel as to the legality of the shares of common
          stock being registered is not required since such shares are not
          original issuance shares.


                                      -2-
<PAGE>


  5.2     The Registrant undertakes to submit the Plan, as amended, to the
          Internal Revenue Service ("IRS") in a timely manner for a
          determination letter as to its  qualified status, and the Registrant
          will make all changes  required by the IRS in order to qualify the
          Plan.

 23.1     Consent of KPMG.

 24.1     Power of Attorney (included on the signature page to this registration
          statement).

 99.1     General Instrument Corporation Savings Plan, as amended and restated
          as of January 1, 1998.

99.2      First Amendment to the General Instrument Corporation Savings Plan,
          dated as of July 1, 1999.

99.3      Second Amendment to the General Instrument Corporation Savings Plan,
          dated as of October 29, 1999.

99.4      Third Amendment to the General Instrument Corporation Savings Plan,
          dated as of December 29, 1999.


Item 7.   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 hereof) 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 I the "Calculation of
          Registration Fee" table in the effective registration statement.


                                      -3-
<PAGE>


               (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 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
     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.


                                      -4-
<PAGE>


                                   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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on this 12th day of
January, 2000.

                                             MOTOROLA, INC.


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

          Each of the undersigned 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
respect to this Registration Statement, hereby giving and granting to said
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 January 12, 2000.



      Signature                                     Title

Principal Executive Officer:

/s/ Christopher B. Galvin            Director, Chairman of the Board and Chief
---------------------------             Executive Officer
    Christopher B. Galvin

Principal Financial Officer:

/s/ Carl F. Koenemann                Executive Vice President and Chief
---------------------------             Financial Officer
    Carl F. Koenemann

Principal Accounting Officer:

/s/ Anthony M. Knapp
---------------------------
    Anthony M. Knapp                 Senior Vice President and Controller


<PAGE>


      Signature                                                   Title



Directors:

 /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/ Donald R. Jones                                              Director
 ---------------------------
    Donald R. 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


<PAGE>


      Signature                                                    Title



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


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


<PAGE>


          The Plan. Pursuant to the requirements of the Securities Act, the
Committee  appointed under the Plan has duly caused this Registration Statement
to be signed on behalf of the Plan  by  the  undersigned, thereunto duly
authorized, in the City of Horsham, Commonwealth of Pennsylvania, on January 12,
2000.


                                        GENERAL INSTRUMENT CORPORATION
                                          SAVINGS PLAN


                                        By:  GENERAL INSTRUMENT CORPORATION
                                             EMPLOYEE BENEFITS ADMINISTRATIVE
                                             COMMITTEE


                                        By: /s/ Scott A. Crum
                                            --------------------------------
                                            Scott A. Crum, Committee Member


<PAGE>


                                  EXHIBIT INDEX


Exhibit
 Number   Description
--------  -----------

  4.1     Restated Certificate of Incorporation, as amended (incorporated
          by reference to Exhibit 3(i)(b) to the Registrant's Quarterly Report
          on Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).

  4.2     Certificate of Designations, Preferences and Rights of Junior
          Participating Preferred Stock, Series B (incorporated by reference to
          Exhibit 3.3 to the Registrant's Registration Statement on Form S-3
          dated January 20, 1999 (Registration No. 333-70827)).

  4.3     By-laws, as amended through February 17, 1999 (incorporated  by
          reference to Exhibit 3.3 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998 (File No. 1-7221)).

  4.4     Rights Agreement, dated as of November 5, 1998 between the
          Registrant and Harris Trust and  Savings Bank, as Rights Agent
          (incorporated by reference to Exhibit 1.1 to the Registrant's
          Amendment No. 1 to Registration  Statement on Form 8-A/A dated March
          16, 1999 (File No. 1-7221)).

  5.1     An opinion of counsel as to the legality of the shares of common
          stock being registered is not required since such shares are not
          original issuance shares.

  5.2     The Registrant undertakes to submit the Plan, as amended, to the
          Internal Revenue Service ("IRS") in a timely manner for a
          determination letter as to its qualified status, and the Registrant
          will make all changes required by the IRS in order to qualify the
          Plan.

  23.1    Consent of KPMG.

  24.1    Power of Attorney (included on the signature page to this registration
          statement).

  99.1    General Instrument Corporation Savings Plan, as amended and restated
          as of January 1, 1998.

  99.2    First Amendment to the General Instrument Corporation Savings Plan,
          dated as of July 1, 1999.

  99.3    Second Amendment  to the  General Instrument Corporation Savings
          Plan, dated as of October 29, 1999.

  99.4    Third Amendment to the General Instrument Corporation Savings Plan,
          dated as of December 29, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22523}]
{"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": "333-94547", "film-number": "506386"}, "business-address": {"street1": "1303 E ALGONQUIN RD", "city": "SCHAUMBURG", "state": "IL", "zip": "60196", "phone": "8475765000"}, "former-company": {"former-conformed-name": "MOTOROLA DELAWARE INC", "date-changed": "19760414"}}
As filed with the Securities and Exchange Commission on January 12, 2000
                                                     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 Registrant as Specified in its Charter)

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

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

                   General Instrument Corporation Savings Plan
                              (Full Title of Plans)

                                Carl F. Koenemann
              Executive Vice President and Chief Financial Officer
                                 Motorola, Inc.
                            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

--------------|--------------|-----------------|-------------------|------------
Title of      |              |                 |                   |
Each Class of |Amount to Be  |Proposed Maximum | Proposed Maximum  |  Amount of
Securities To |Registered (1)|Offering Price   |Aggregate Offering |Registration
Be Registered |              |Per Share (2)    |    Price (2)      |   Fee (3)
--------------|--------------|-----------------|-------------------|------------
Motorola, Inc.|  2,000,000   |   $125.50       |  $251,000,000.00  | $66,264.00
Common Stock  |              |                 |                   |
($3 Par       |              |                 |                   |
Value) (4)    |              |                 |                   |
--------------|--------------|-----------------|-------------------|------------
(1)  In addition, pursuant to Rule 416(c), this Registration Statement also
     covers an indeterminate amount of interests to be offered or sold pursuant
     to the General Instrument Corporation Savings Plan.
(2)  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 January 7, 2000.
(3)  Pursuant to Rule 457(h)(2), no registration fee is required with respect to
     the interests in the General Instrument Corporation Savings Plan.
(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 registrant's common stock.
EXPLANATORY NOTE

          Motorola,  Inc.  ("Motorola" or the  "Registrant")  hereby  registers
2,000,000 shares of common stock, par value $3.00 per share, of Motorola
("Motorola Common Stock") and the associated rights (the "Rights") to purchase
Junior Participating Preferred Stock, Series B, par value $100 per share, in
connection with the General Instrument Corporation Savings Plan (the "Plan"),
and also hereby registers an indeterminate amount of interests to be offered or
sold pursuant to the Plan. On January 5, 2000, Lucerne Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Motorola ("Merger Sub"),
merged (the "Merger") with and into General Instrument Corporation, a Delaware
corporation ("General Instrument"), pursuant to the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of September 14, 1999, among Motorola, Merger
Sub and General Instrument. Following the Merger, Motorola Common Stock is
substituted for the common stock of General Instrument under the Plan.

                                     PART I

                  INFORMATION REQUIRED IN THE 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 previously filed by Motorola with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

(a)  Motorola's Annual Report on Form 10-K, as amended, for the fiscal year
     ended December 31, 1998.

(b)  Motorola's Quarterly Reports on Form 10-Q, as amended, for the quarters
     ended April 3, July 3, and October 2, 1999.

(c)  Motorola's Current Reports on Form 8-K filed September 16, 1999 and
     January 6, 2000.

(d)  The description of Motorola Common Stock contained in Motorola's
     Registration  Statement  on Form 8-B  dated  July 2,  1973,  including  any
     amendment or report filed with the  Commission  for the purpose of updating
     such description.

(e)  The description of the Rights contained in Motorola's Registration
     Statement on Form 8-A dated  November 5, 1998,  including  any amendment or
     report filed for the purpose of updating such description.

                                      -1-
All documents  subsequently filed by Motorola pursuant to Sections
13(a),  13(c),  14 or  15(d)  of the  Exchange  Act  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any 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 this Registration Statement.

Item 5.       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 6.   Exhibits

Exhibit
Number    Description

  4.1     Restated Certificate of Incorporation, as amended (incorporated by
          reference to Exhibit 3(i)(b) to the  Registrant's Quarterly Report on
          Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).

  4.2     Certificate of Designations, Preferences and Rights of Junior
          Participating Preferred Stock, Series B (incorporated by reference to
          Exhibit 3.3 to the Registrant's Registration Statement on Form S-3
          dated January 20, 1999 (Registration No. 333-70827)).

  4.3     By-laws, as amended  through February 17, 1999 (incorporated by
          reference to Exhibit 3.3 to the  Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998 (File No. 1-7221)).

  4.4     Rights Agreement, dated as of November 5, 1998 between the Registrant
          and Harris Trust and Savings Bank, as Rights Agent (incorporated by
          reference to Exhibit 1.1 to the Registrant's Amendment No. 1 to
          Registration Statement on Form 8-A/A dated March 16, 1999 (File No.
          1-7221)).

  5.1     An opinion of counsel as to the legality of the shares of common
          stock being registered is not required since such shares are not
          original issuance shares.

                                      -2-
5.2     The Registrant undertakes to submit the Plan, as amended, to the
          Internal Revenue Service ("IRS") in a timely manner for a
          determination letter as to its  qualified status, and the Registrant
          will make all changes  required by the IRS in order to qualify the
          Plan.

 23.1     Consent of KPMG.

 24.1     Power of Attorney (included on the signature page to this registration
          statement).

 99.1     General Instrument Corporation Savings Plan, as amended and restated
          as of January 1, 1998.

99.2      First Amendment to the General Instrument Corporation Savings Plan,
          dated as of July 1, 1999.

99.3      Second Amendment to the General Instrument Corporation Savings Plan,
          dated as of October 29, 1999.

99.4      Third Amendment to the General Instrument Corporation Savings Plan,
          dated as of December 29, 1999.

Item 7.   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 hereof) 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 I the "Calculation of
          Registration Fee" table in the effective registration statement.

                                      -3-
(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 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
     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.

                                      -4-
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Schaumburg, State of Illinois, on this 12th day of
January, 2000.

                                             MOTOROLA, INC.

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

          Each of the undersigned 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
respect to this Registration Statement, hereby giving and granting to said
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 January 12, 2000.

      Signature                                     Title

Principal Executive Officer:

/s/ Christopher B. Galvin            Director, Chairman of the Board and Chief
---------------------------             Executive Officer
    Christopher B. Galvin

Principal Financial Officer:

/s/ Carl F. Koenemann                Executive Vice President and Chief
---------------------------             Financial Officer
    Carl F. Koenemann

Principal Accounting Officer:

/s/ Anthony M. Knapp
---------------------------
    Anthony M. Knapp                 Senior Vice President and Controller
Signature                                                   Title

Directors:

 /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/ Donald R. Jones                                              Director
 ---------------------------
    Donald R. 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
Signature                                                    Title

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

 /s/ Dr. John A. White                                            Director
---------------------------
     Dr. John A. White
The Plan. Pursuant to the requirements of the Securities Act, the
Committee  appointed under the Plan has duly caused this Registration Statement
to be signed on behalf of the Plan  by  the  undersigned, thereunto duly
authorized, in the City of Horsham, Commonwealth of Pennsylvania, on January 12,
2000.

                                        GENERAL INSTRUMENT CORPORATION
                                          SAVINGS PLAN

                                        By:  GENERAL INSTRUMENT CORPORATION
                                             EMPLOYEE BENEFITS ADMINISTRATIVE
                                             COMMITTEE

                                        By: /s/ Scott A. Crum
                                            --------------------------------
                                            Scott A. Crum, Committee Member
EXHIBIT INDEX

Exhibit
 Number   Description
--------  -----------

  4.1     Restated Certificate of Incorporation, as amended (incorporated
          by reference to Exhibit 3(i)(b) to the Registrant's Quarterly Report
          on Form 10-Q for the quarter ended April 2, 1994 (File No. 1-7221)).

  4.2     Certificate of Designations, Preferences and Rights of Junior
          Participating Preferred Stock, Series B (incorporated by reference to
          Exhibit 3.3 to the Registrant's Registration Statement on Form S-3
          dated January 20, 1999 (Registration No. 333-70827)).

  4.3     By-laws, as amended through February 17, 1999 (incorporated  by
          reference to Exhibit 3.3 to the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998 (File No. 1-7221)).

  4.4     Rights Agreement, dated as of November 5, 1998 between the
          Registrant and Harris Trust and  Savings Bank, as Rights Agent
          (incorporated by reference to Exhibit 1.1 to the Registrant's
          Amendment No. 1 to Registration  Statement on Form 8-A/A dated March
          16, 1999 (File No. 1-7221)).

  5.1     An opinion of counsel as to the legality of the shares of common
          stock being registered is not required since such shares are not
          original issuance shares.

  5.2     The Registrant undertakes to submit the Plan, as amended, to the
          Internal Revenue Service ("IRS") in a timely manner for a
          determination letter as to its qualified status, and the Registrant
          will make all changes required by the IRS in order to qualify the
          Plan.

  23.1    Consent of KPMG.

  24.1    Power of Attorney (included on the signature page to this registration
          statement).

  99.1    General Instrument Corporation Savings Plan, as amended and restated
          as of January 1, 1998.

  99.2    First Amendment to the General Instrument Corporation Savings Plan,
          dated as of July 1, 1999.

  99.3    Second Amendment  to the  General Instrument Corporation Savings
          Plan, dated as of October 29, 1999.

  99.4    Third Amendment to the General Instrument Corporation Savings Plan,
          dated as of December 29, 1999.