MOTOROLA INC, 424B1, 1994-11-22

MOTOROLA INC
424B1, 1994-11-22
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>
18,000,000 SHARES
[[LOGO] MOTOROLA]
COMMON STOCK
($3 PAR VALUE)
-------------------

Of the 18,000,000 shares of Common Stock offered, 14,400,000 shares are
being offered hereby in the United States and 3,600,000 shares are being offered
in a concurrent international offering outside the United States. The initial
public offering price and the aggregate underwriting discount per share will be
identical for both offerings. See "Underwriting".

Of the 18,000,000 shares of Common Stock offered, 17,100,000 shares are
being sold by the Company and 900,000 shares are being sold by the Selling
Stockholder. See "Selling Stockholder". The Company will not receive any of the
proceeds from the sale of the shares being sold by the Selling Stockholder.

The Common Stock is listed domestically on the New York Stock Exchange and
the Chicago Stock Exchange. The last reported sale price of the Common Stock on
the New York Stock Exchange -- Composite Transactions on November 21, 1994 was
$59.00 per share. See "Price Range of Common Stock and Dividends".
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT (1) COMPANY (2) STOCKHOLDER (2)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Per Share................. $58.50 $1.61 $56.89 $56.89
Total (3)(4).............. $1,053,000,000 $28,980,000 $972,819,000 $51,201,000
<FN>
- ---------
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $675,000 payable by the Company and
$35,000 payable by the Selling Stockholder.
(3) The Underwriters agreed to purchase up to an additional 100,000 shares at
the initial public offering price per share, less the underwriting
discount, at the option of the Selling Stockholder. The Selling Stockholder
exercised such option for 40,000 shares. See "Selling Stockholder." The
additional initial public offering price, underwriting discount and
proceeds to Selling Stockholder resulting from such exercise are
$2,340,000, $64,400 and $2,275,600, respectively, and the total initial
public offering price, underwriting discount and proceeds to Selling
Stockholder following such exercise are $1,055,340,000, $29,044,400 and
$53,476,600, respectively.
(4) The Company has granted the U.S. Underwriters an option for 30 days to
purchase up to an additional 2,160,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 540,000 shares
has been granted by the Company as part of the International Offering. If
such options are exercised in full and before taking into account the
exercise by the Selling Stockholder of the option described in Note 3
above, the total initial public offering price, underwriting discount and
proceeds to Company will be $1,210,950,000, $33,327,000 and $1,126,422,000,
respectively. See "Underwriting".
</TABLE>

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

The shares offered hereby are offered severally by the U.S. Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that certificates
for the shares will be ready for delivery in New York, New York, on or about
November 29, 1994.

GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
------------

The date of this Prospectus is November 21, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE CHICAGO STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

Motorola, Inc. (the "Company") is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at 13th Floor, Seven World Trade Center, New York, NY 10048 and
500 West Madison Street, Chicago, IL 60661. Copies of such material can be
obtained by mail from the Public Reference Branch of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the New York Stock Exchange, 20 Broad Street, New York, NY
10005 and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago, IL
60605.

Additional information regarding the Company and the Common Stock is
contained in the registration statement on Form S-3 (together with all exhibits
and amendments, the "Registration Statement") filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information in the Registration Statement, certain
parts of which are omitted under the Commission's rules. For further information
pertaining to the Company and the offering, reference is made to the
Registration Statement which may be inspected without charge at the Commission's
office at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies thereof may
be obtained from the Commission at prescribed rates.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with 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, 1993, as amended by a Form 10-K/A dated October 21, 1994;

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 2, 1994, July 2, 1994 and October 1, 1994;

3. The Company's Current Report on Form 8-K dated August 5, 1994;

4. The description of the Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973, including any amendment or report
filed to update 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 Forms 8 dated August 9, 1990 and December 2, 1992 and by Form
8-A/A dated February 28, 1994; and

6. All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus 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 this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits, unless such exhibits are specifically incorporated by reference in
such documents). Written requests for such copies should be directed to Richard
H. Weise, Secretary, Motorola, Inc., 1303 East Algonquin Road, Schaumburg, IL
60196; telephone: (708) 576-5000.

2
<PAGE>
THE COMPANY

Motorola, Inc. is a corporation organized under the laws of the State of
Delaware as the successor to an Illinois corporation organized in 1928. As used
herein, "Motorola" or the "Company" refers to Motorola, Inc. and its
subsidiaries, unless otherwise indicated by the context. Motorola's principal
executive offices are located at 1303 East Algonquin Road, Schaumburg, Illinois
60196; telephone number: (708) 576-5000.

Motorola, one of the world's leading providers of electronic equipment,
systems, components and services for worldwide markets, is engaged in the
design, manufacture and sale, principally under the Motorola brand, of a
diversified line of such products. These products include two-way land mobile
communications systems, paging and wireless data systems and other forms of
electronic communication systems; cellular mobile and portable telephones and
systems; semiconductors, including integrated circuits, discrete devices and
microprocessor units; information systems products such as modems, multiplexers
and network processors; electronic equipment for military and aerospace use;
electronic engine controls and other automotive and industrial electronic
equipment; and multifunction computer systems for distributed data processing
and office automation applications. Motorola also provides services for paging,
cellular telephone and shared mobile radio. "Motorola" is a registered trademark
of Motorola, Inc.

SEMICONDUCTOR PRODUCTS

The semiconductor products manufactured by the Semiconductor Products Sector
include integrated circuit devices (metal-oxide semiconductor and bipolar) such
as dynamic and static random access memories, microcontrollers, microprocessors,
microcomputers, gate arrays, standard cells, digital signal processors, mixed
signal arrays and other logic and analog components. In addition, the
Semiconductor Products Sector manufactures a wide variety of discrete devices
including zener and tuning diodes, radio frequency devices, power and small
signal transistors, field effect transistors, microwave devices,
optoelectronics, rectifiers and thyristors.

GENERAL SYSTEMS PRODUCTS

General systems products are designed, manufactured and sold by the General
Systems Sector which includes the Cellular Subscriber Group, the Cellular
Infrastructure Group, the Network Ventures Division, Personal Communications
Systems and the Motorola Computer Group. The Cellular Subscriber and
Infrastructure Groups manufacture, sell, install and service cellular
infrastructure and radiotelephone equipment. In addition, the Cellular
Subscriber Group resells cellular line service in the U.S., New Zealand,
Germany, France and U.K. markets. The Network Ventures Division is a joint
venture partner in cellular and telepoint operating systems in Argentina,
Uruguay, Hong Kong, Israel, Chile, Mexico, Thailand, Pakistan, Dominican
Republic, Japan, Nicaragua and other countries. The Motorola Computer Group
develops, manufactures, sells and services multifunction computer systems and
board level products, together with operating systems and system enablers.

COMMUNICATIONS PRODUCTS

As a principal supplier of mobile and portable FM two-way radio and radio
paging and wireless data systems, the Land Mobile Products Sector and the
Messaging, Information and Media Sector provide equipment and systems to meet
the communications needs of individuals and many different types of business,
institutional and governmental organizations. Products of the Land Mobile
Products Sector and certain products of the Messaging, Information and Media
Sector provide voice and data communication between vehicles, persons and base
stations. The Messaging, Information and Media Sector products provide signaling
or signaling and one-way voice communications or wireless data communications to
people away from their homes, vehicles or offices.

Information systems products are also designed, manufactured and sold by the
Messaging, Information and Media Sector. These products include high-speed
leased-line, dial and data communications modems; digital transmission devices,
DDS service units, ISDN terminal adaptors, multiplexers; network management and
control systems; X.25 networking equipment; and local area network
interconnection products.

3
<PAGE>
GOVERNMENT AND SYSTEMS TECHNOLOGY PRODUCTS

The Government and Systems Technology Group's products include aerospace
telecommunications systems, military communications equipment, radar systems,
data links, display systems, positioning and navigation systems, instrumentation
products, countermeasures systems, missile guidance equipment, electronic
ordinance devices, drone electronic systems and secure telecommunication and
commercial test equipment products. Under an agreement between Motorola, Inc.
and Iridium, Inc., the Government and Systems Technology Group is also designing
and constructing the satellite network and ground control segment of the
Iridium-R- space system.

AUTOMOTIVE, ENERGY AND CONTROLS PRODUCTS

The products manufactured by the Automotive, Energy and Controls Group
include automotive and industrial electronics, energy storage products and
systems, and ceramic and quartz electronic components, as well as electronic
ballasts for fluorescent lighting and radio frequency identification devices.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The principal market for the Company's Common Stock is the New York Stock
Exchange. The Common Stock is also listed on the Chicago Stock Exchange, the
International (London) Stock Exchange and the Tokyo Stock Exchange. The table
below sets forth the high and low sale prices per share for the Company's Common
Stock as reported on the New York Stock Exchange--Composite Transactions and the
dividends paid for the periods indicated, in each case reflecting the two 2 for
1 stock splits in the forms of 100% stock dividends distributed in April, 1994
and January, 1993.

<TABLE>
<CAPTION>
COMMON STOCK
PRICES
----------------- DIVIDENDS
HIGH LOW PAID
------ ------ ---------
<S> <C> <C> <C>
1992:
First Quarter............................ $ 20.41 $ 16.22 $ 0.0475
Second Quarter........................... 20.66 18.55 0.0475
Third Quarter............................ 22.61 18.96 0.0475
Fourth Quarter........................... 26.36 21.29 0.0475
1993:
First Quarter............................ $ 33.56 $ 24.31 $ 0.055
Second Quarter........................... 44.31 31.63 0.055
Third Quarter............................ 52.56 41.25 0.055
Fourth Quarter........................... 53.75 42.38 0.055
1994:
First Quarter............................ $ 54.83 $ 43.25 $ 0.055
Second Quarter........................... 54.00 42.13 0.07
Third Quarter............................ 55.75 43.38 0.07
Fourth Quarter (through November 21,
1994)................................... 61.13 49.00 0.07
</TABLE>

For a recent price of the Company's Common Stock on the New York Stock
Exchange--Composite Transactions, see the cover page of this Prospectus.

The Board of Directors has declared a quarterly dividend of $.10 per share
payable on January 16, 1995 to stockholders of record on December 15, 1994. The
declaration and payment of future dividends will be subject to the Company's
capital requirements, earnings, financial condition and such other factors as
the Board of Directors may deem relevant.

- ---------
- -R- -- Registered Trademark and Servicemark of Iridium, Inc.

4
<PAGE>
USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Common
Stock sold by the Company will be used to reduce short-term indebtedness and for
general corporate purposes. See "Capitalization". On November 2, 1994, the
Company and its consolidated subsidiaries had outstanding approximately $1.7
billion of commercial paper, with an average maturity of approximately 17.5 days
and bearing an average interest rate of approximately 4.97% per annum.

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholder.

CAPITALIZATION

The following table sets forth the consolidated short-term debt and
capitalization of the Company as of October 1, 1994, and as adjusted to give
effect to the sale of the Common Stock offered by the Company hereunder (based
on the initial public offering price of $58.50 per share, and after deducting
underwriting discounts and estimated offering expenses and assuming that the
Underwriters' over-allotment options are not exercised) and the anticipated
application of the net proceeds from such sale. From time to time, the Company
may issue additional debt or equity securities. The following information should
be read in conjunction with the Company's consolidated financial statements,
including the notes thereto, which are incorporated herein by reference. See
"Incorporation of Certain Documents by Reference".

<TABLE>
<CAPTION>
OCTOBER 1, 1994
----------------------------
ACTUAL AS ADJUSTED (1)
------- ----------------
(IN MILLIONS OF DOLLARS)
<S> <C> <C>
SHORT-TERM DEBT
Commercial paper............................. $ 1,630 $ 658
Notes payable and other short-term debt...... 197 197
Current portion of long-term debt............ 73 73
------- -------
Total short-term debt...................... $ 1,900 $ 928
------- -------
------- -------
LONG-TERM DEBT (2)
Senior notes and debentures.................. $ 800 $ 800
Other senior debt............................ 27 27
LYONs due 2009 and 2013...................... 394 394
Less current portion of long-term debt....... (73) (73)
------- -------
Total long-term debt....................... 1,148 1,148
------- -------
STOCKHOLDERS' EQUITY (3)
Common stock................................. 1,708 1,759
Preferred stock (none issued)................ -- --
Additional paid-in capital................... 411 1,332
Retained earnings............................ 5,496 5,496
------- -------
Total stockholders' equity................. 7,615 8,587
------- -------
Total capitalization................... $ 8,763 $ 9,735
------- -------
------- -------
<FN>
- ---------
(1) Does not include up to 2,700,000 shares subject to the Underwriters'
over-allotment options or the proceeds from the sale thereof. See
"Underwriting".

(2) See Notes 3 and 4 of the Notes to Consolidated Financial Statements for
December 31, 1993, incorporated herein by reference, for additional
information on long-term debt.

(3) See the Consolidated Financial Statements for December 31, 1993,
incorporated herein by reference, and Notes 5, 8 and 9 thereto and the
Company's Quarterly Report on Form 10-Q for the quarter ended October 1,
1994, for additional information on stockholders' equity.
</TABLE>

5
<PAGE>
SELECTED FINANCIAL INFORMATION

The following is a summary of certain financial information of the Company
and its consolidated subsidiaries and is qualified in its entirety by, and
should be read in conjunction with, the consolidated financial statements,
including the notes thereto, management's discussion and analysis and the
auditors' report incorporated into this Prospectus by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993, as amended, and
the financial statements, notes thereto and management's discussion and analysis
incorporated into this Prospectus by reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended October 1, 1994. This information (except for
the the primary and fully diluted net earnings per share and the average shares
and equivalent shares outstanding--primary and fully diluted) has been derived
from consolidated financial statements of the Company which, except for the
information for the nine months ended October 1, 1994 and October 2, 1993,
respectively, have been audited and reported upon by KPMG Peat Marwick LLP,
independent certified public accountants. In the opinion of management, all
adjustments (which consist of reclassifications, restatements and normal
recurring adjustments) necessary to present fairly the information for the
interim periods have been made.

<TABLE>
<CAPTION>
YEARS ENDED
----------------------------------------------- NINE MONTHS ENDED
------------------------
DECEMBER 31, OCTOBER 2, OCTOBER 1,
1989 1990 1991 1992 1993 1993 1994
------- ------- ------- ------- ------- ----------- -----------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Net sales.......................................... $ 9,620 $10,885 $11,341 $13,303 $16,963 $ 11,970 $ 15,792
Manufacturing and other costs of sales............. 5,877 6,787 7,134 8,395 10,351 7,327 9,826
Selling, general and administrative expenses....... 2,317 2,509 2,579 2,951 3,776 2,676 3,166
Depreciation expense............................... 650 790 886 1,000 1,170 841 1,051
Interest expense, net.............................. 130 133 129 157 141 108 116
Total costs and other expenses................... 8,974 10,219 10,728 12,503 15,438 10,952 14,159
Earnings before income taxes and cumulative effect
of change in accounting principle................. 646 666 613 800 1,525 1,018 1,633
Income taxes provided on earnings.................. 148 167 159 224 503 336 588
Cumulative effect of change in accounting
principle, net of tax (1)......................... 0 0 0 123 0 0 0
Net earnings....................................... 498 499 454 453 1,022 682 1,045
PER SHARE DATA (2)
Primary net earnings, after cumulative effect of
change in accounting principle.................... $ 0.94 $ 0.93 $ 0.85 $ 0.83 $ 1.78 $ 1.20 $ 1.79
Fully diluted net earnings, after cumulative effect
of change in accounting principle................. 0.94 0.93 0.84 0.83 1.78 1.20 1.79
Dividends declared................................. 0.19 0.19 0.19 0.20 0.22 0.17 0.21
BALANCE SHEET DATA
Total assets....................................... $ 7,686 $ 8,742 $ 9,375 $10,629 $13,498 $ 12,655 $ 16,558
Working capital.................................... 1,261 1,404 1,424 1,883 2,324 2,342 2,169
Long-term debt..................................... 755 792 954 1,258 1,360 1,438 1,148
Total debt......................................... 1,542 1,787 1,806 1,695 1,915 2,087 3,048
Total stockholders' equity......................... 3,803 4,257 4,630 5,144 6,409 6,038 7,615
OTHER DATA (2)
Average shares and equivalent shares outstanding --
primary........................................... 533.2 555.7 555.6 565.6 582.6 577.0 589.1
Average shares and equivalent shares outstanding --
fully diluted..................................... 534.9 555.7 558.5 567.1 583.7 579.1 589.7
<FN>
- ---------
(1) Adoption of SFAS No. 106.
(2) This data reflects the two 2 for 1 stock splits in the forms of 100% stock
dividends distributed in April, 1994 and January, 1993.
</TABLE>

6
<PAGE>
SELLING STOCKHOLDER

Harris Trust and Savings Bank, as Trustee for the Robert W. Galvin 1992
Grantor Retained Annuity Trust (the "Trust"), will sell 900,000 shares in the
offering (plus an additional 40,000 shares (the "Selling Stockholder Optional
Shares") being sold by the Selling Stockholder pursuant to the exercise of the
Selling Stockholder's option). The Trustee has determined to sell such shares
for estate planning purposes. Mr. Robert W. Galvin, the settlor of the Trust,
has been the Chairman of the Executive Committee of the Board of Directors of
the Company since January 1990. Prior to the offering, the Trust held 1,036,304
shares of Common Stock and Mr. Galvin beneficially owned 14,990,802 shares. Mr.
Galvin disclaims beneficial ownership of approximately 7,724,452 additional
shares of Common Stock, including those held by the Trust. Immediately following
the offering, Mr. Galvin will continue to beneficially own 14,990,802 shares,
excluding 6,784,452 additional shares (including 96,304 shares held by the
Trust) with respect to which Mr. Galvin disclaims beneficial ownership.

DESCRIPTION OF CAPITAL STOCK

The following statements with respect to the Company's capital stock are
subject to the detailed provisions of the Company's restated certificate of
incorporation, as amended (the "Certificate of Incorporation"), and bylaws, as
amended (the "Bylaws"), and to the Rights Agreement (as defined below). These
statements do not purport to be complete and are qualified in their entirety by
reference to the terms of the Certificate of Incorporation, the Bylaws and the
Rights Agreement, which are incorporated by reference as exhibits to the
Registration Statement.

COMMON AND PREFERRED STOCK

The authorized capital stock of the Company consists of 1,400,000,000 shares
of Common Stock, par value $3 per share, and 500,000 shares of Preferred Stock,
par value $100 per share, issuable in series ("Preferred Stock"). There are no
shares of Preferred Stock presently outstanding. The Board of Directors of the
Company is authorized to create and issue one or more series of Preferred Stock
and to determine the rights and preferences of each series, to the extent
permitted by the Certificate of Incorporation. The holders of shares of Common
Stock are entitled to one vote for each share held and each share of Common
Stock is entitled to participate equally in dividends out of funds legally
available therefor, as and when declared by the Board of Directors, and in the
distribution of assets in the event of liquidation. The shares of Common Stock
have no preemptive or conversion rights, redemption provisions or sinking fund
provisions. The outstanding shares of Common Stock are duly and validly issued,
fully paid and nonassessable, and any shares of Common Stock issued hereunder
will be duly and validly issued, fully paid and nonassessable.

PREFERRED SHARE PURCHASE RIGHTS

Each outstanding share of Common Stock is accompanied by one-quarter of a
preferred stock purchase right (a "Right"). Each Right entitles the registered
holder to purchase from the Company one-thousandth of a share of Junior
Participating Preferred Stock, Series A, par value $100 per share, of the
Company (the "Preferred Shares") at a price of $150 per one-thousandth of a
Preferred Share (the "Preferred Share Purchase Price"), subject to adjustment.
The terms of the Rights are set forth in the Rights Agreement, as amended,
between the Company and Harris Trust and Savings Bank as Rights Agent (the
"Rights Agreement").

The following summary of certain provisions of the Rights and the Rights
Agreement does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all of the provisions of the Rights and the Rights
Agreement, including particular provisions or defined terms of the Rights
Agreement. A copy of the Rights Agreement has been filed with the Commission as
an exhibit to a Registration Statement on Form 8-A, which, as amended by Forms 8
and a Form 8-A/A, is incorporated herein by reference. See "Incorporation of
Certain Documents by Reference".

Until the earlier to occur of (i) 10 days following a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") acquired, or obtained the right to acquire,

7
<PAGE>
beneficial ownership of 20% or more of the outstanding shares of Common Stock
and (ii) 10 days following the commencement or announcement of a tender offer or
exchange offer for 30% or more of such outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of November 20, 1988, by such Common Stock certificate. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with the shares of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after November 20, 1988, upon the transfer or new issuance of shares of
Common Stock (including the shares of Common Stock issued hereunder), will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender for transfer of any certificate for shares of Common Stock,
outstanding as of November 20, 1988, with or without such notation or a copy of
a summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 20, 1998, unless earlier redeemed by the Company as described
below.

The Preferred Share Purchase Price payable, and the number of Preferred
Shares or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends or dividends
payable in Preferred Shares) or of subscription rights or warrants (other than
those referred to above).

In the event that the Company were acquired in a merger or other business
combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the acquiring company which at the time of such transaction (I.E., before the
dilution that would result from exercise or adjustment of the Rights) would have
a market value of two times the exercise price of the Right. In the event that
the Company were the surviving corporation in a merger or other business
combination involving an Acquiring Person and its shares of Common Stock were
not changed or exchanged, in the event that an Acquiring Person acquires
beneficial ownership of 20% or more of the outstanding shares of Common Stock,
or in the event that an Acquiring Person engages in one of a number of
self-dealing transactions specified in the Rights Agreement, proper provision
shall be made so that each holder of a Right, other than Rights that are or were
beneficially owned by the Acquiring Person on or after the earlier of the
Distribution Date or the date the Acquiring Person acquires 20% or more of the
outstanding Common Shares (which will thereafter be void), will thereafter have
the right to receive upon exercise that number of shares of Common Stock having
at the time of such transaction (I.E., before the dilution that would result
from exercise or adjustment of the Rights) a market value of two times the
exercise price of the Right. The Company's Board of Directors, after a person
becomes an Acquiring Person by acquiring 20% or more of the outstanding shares
of Common Shares, may require all holders of Rights to exchange, without any
cash payment, all outstanding and exercisable Rights (except those held by the
Acquiring Person, which shall be void) for Common Stock (or Common Stock
equivalents) at a 1 for 1 exchange ratio. In order for the Board to determine
whether to exercise this exchange provision, the Board can suspend the
exercisability of the Rights for up to 90 days after a person becomes an
Acquiring Person by acquiring 20% or more of the outstanding Common Shares.

8
<PAGE>
At any time prior to the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.05 per
Right (the "Rights Redemption Price"). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Rights Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.

At any time prior to the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Company may amend or
supplement the Rights Agreement without the approval of the Rights Agent or any
holder of the Rights, except for an amendment or supplement which would change
the Rights Redemption Price, the final expiration date of the Rights, the
Preferred Share Purchase Price or the number of one-thousandths of a Preferred
Share for which a Right is then exercisable. Thereafter, the Company may amend
or supplement the Rights Agreement without such approval in order to increase
the benefits to holders of the Rights or to create new interests in such
holders. Immediately upon the action of the Board of Directors providing for any
amendment or supplement, such amendment or supplement will be deemed effective.

9
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company and the Selling Stockholder have severally agreed to sell to each of
the U.S. Underwriters named below and each of the U.S. Underwriters, for whom
Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are
acting as representatives, has severally agreed to purchase from the Company and
the Selling Stockholder, the respective number of shares of Common Stock set
forth opposite its name below (which includes the Selling Stockholder's Optional
Shares):

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Goldman, Sachs & Co.......................................................... 4,220,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated........................... 4,220,000
NatWest Securities Limited................................................... 500,000
Bear, Stearns & Co. Inc...................................................... 500,000
CS First Boston Corporation.................................................. 500,000
Cowen & Company.............................................................. 500,000
Dean Witter Reynolds Inc..................................................... 500,000
Hambrecht & Quist Incorporated............................................... 500,000
Lehman Brothers Inc.......................................................... 500,000
Montgomery Securities........................................................ 500,000
J.P. Morgan Securities Inc................................................... 500,000
Salomon Brothers Inc......................................................... 500,000
Smith Barney Inc............................................................. 500,000
Wertheim Schroder & Co. Incorporated......................................... 500,000
---------------
Total.................................................................... 14,440,000
---------------
---------------
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.

The U.S. Underwriters propose to offer the shares of Common Stock in part
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus, and in part to certain securities dealers at such
price less a concession of $1.05 per share. The U.S. Underwriters may allow, and
such dealers may reallow, a concession not in excess of $.10 per share to
certain brokers and dealers. After the shares of Common Stock are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the representatives.

The Company and the Selling Stockholder have entered into an underwriting
agreement (the "International Underwriting Agreement") with the underwriters of
the international offering (the "International Underwriters") providing for the
concurrent offer and sale of 3,600,000 shares of Common Stock in an
international offering outside the United States. The offering price and
aggregate underwriting discounts and commissions per share for the two offerings
are identical. The closing of the offering made hereby is a condition to the
closing of the international offering, and vice versa. The representatives of
the International Underwriters are Goldman Sachs International and Merrill Lynch
International Limited.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters named herein has agreed that, as a part of the distribution of
the shares offered hereby and subject to certain exceptions, it will offer, sell
or deliver the shares of Common Stock, directly or indirectly, only in the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction
(the "United States") and to U.S. persons, which term shall mean, for purposes
of this paragraph: (a) any individual who is a resident of the United States or
(b) any corporation, partnership or other entity organized in or under the laws
of the United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters has agreed or will agree pursuant to the Agreement

10
<PAGE>
Between that, as part of the distribution of the shares offered as a part of the
international offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Common Stock, (a) in
the United States or to any U.S. persons or (b) to any person who it believes
intends to reoffer, resell or deliver the shares in the United States or to any
U.S. persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.

Pursuant to the Agreement Between, sales may be made between the U.S.
Underwriters and the International Underwriters of such number of shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling
concession.

The Company has granted the U.S. Underwriters an option exercisable for 30
days after the date of this Prospectus to purchase up to an aggregate of
2,160,000 additional shares of Common Stock solely to cover over-allotments, if
any. If the U.S. Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions, to purchase
approximately the same percentage thereof that the number of shares to be
purchased by each of them, as shown in the foregoing table, bears to the
14,440,000 shares of Common Stock offered. The Company granted the International
Underwriters a similar option exercisable up to an aggregate of 540,000
additional shares of Common Stock.

The Company has agreed that during the period beginning on the date of this
Prospectus and continuing to and including the date 90 days after the date of
this Prospectus, it will not offer, sell, contract to sell or otherwise dispose
of (i) any Common Stock or securities of the Company which are convertible into
or exchangeable for shares of Common Stock or (ii) any options or warrants for
Common Stock, in each case without the prior written consent of the
representatives, except for (a) shares of Common Stock issued in connection with
acquisition transactions (provided that the recipients of such Common Stock in
any such transaction agree not to offer, sell, contract to sell or otherwise
dispose of such Common Stock during the period of 90 days after the date of this
Prospectus), (b) shares of Common Stock issued upon conversion of outstanding
convertible securities or upon exercise of outstanding options or warrants, (c)
shares of Common Stock currently registered under currently effective secondary
shelf registration statements and (d) shares of Common Stock or options issued
under the Company's stock option and other incentive and benefit plans existing
on the date of this Prospectus.

The Selling Stockholder has agreed that during the period beginning on the
date of this Prospectus and continuing to and including the date 90 days after
the date of this Prospectus, it will not offer, sell, contract to sell or
otherwise dispose of (i) any Common Stock or securities of the Company which are
convertible into or exchangeable for shares of Common Stock or (ii) any options
or warrants for Common Stock, in each case without the prior written consent of
the representatives, except for the shares of Common Stock offered in connection
with the concurrent U.S. and international offerings. Mr. Robert W. Galvin, the
settlor of the Selling Stockholder and the Chairman of the Executive Committee
of the Board of Directors of the Company, has agreed that during the period
beginning on the date of this Prospectus and continuing to and including the
date 90 days after the date of this Prospectus, he will not offer, sell,
contract to sell or otherwise dispose of (i) any Common Stock or securities of
the Company which are convertible into or exchangeable for shares of Common
Stock or (ii) any options or warrants for Common Stock, in each case over which
he has dispositive authority (representing approximately 14,990,000 shares of
Common Stock), in each case without the prior written consent of the
representatives, except for (a) the shares of Common Stock offered in connection
with the concurrent U.S. and international offerings, (b) charitable donations
of up to 200,000 shares of Common Stock and (c) any estate planning or donative
tax planning dispositions (provided that the recipient of Common Stock in any
such estate planning or donative tax planning disposition agrees not to offer,
sell, contract to sell or otherwise dispose of such Common Stock during the
period of 90 days after the date of this Prospectus).

The Company and the Selling Stockholder have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

11
<PAGE>
VALIDITY OF SECURITIES

The validity of the shares of Common Stock offered hereby by the Company
will be passed upon for the Company by James K. Markey of the Company's Law
Department and for the Underwriters by Sullivan & Cromwell, New York, New York.
As of November 1, 1994, Mr. Markey jointly owned approximately 1,000 shares of
Common Stock and also held options to purchase 9,400 shares of Common Stock, of
which options to purchase 8,400 shares are currently exercisable.

EXPERTS

The consolidated financial statements and schedules of the Company and its
consolidated subsidiaries as of December 31, 1993 and 1992 and for each of the
years in the three-year period ended December 31, 1993 have been incorporated by
reference in this Prospectus and in the Registration Statement in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in auditing and accounting.

12
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
The Company....................................... 3
Price Range of Common Stock and Dividends......... 4
Use of Proceeds................................... 5
Capitalization.................................... 5
Selected Financial Information.................... 6
Selling Stockholder............................... 7
Description of Capital Stock...................... 7
Underwriting...................................... 10
Validity of Securities............................ 12
Experts........................................... 12
</TABLE>

18,000,000 SHARES

MOTOROLA, INC.

COMMON STOCK

($3 PAR VALUE)

------------------------
[LOGO]

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

GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.

REPRESENTATIVES OF THE UNDERWRITERS

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[ALTERNATE OUTSIDE FRONT COVER PAGE FOR INTERNATIONAL PROSPECTUS]

18,000,000 SHARES
[LOGO MOTOROLA]
COMMON STOCK
($3 PAR VALUE)
-------------------

Of the 18,000,000 shares of Common Stock offered, 3,600,000 shares are being
offered hereby in an international offering outside the United States and an
aggregate of 14,400,000 shares is being offered in a concurrent offering in the
United States. The initial public offering price and the aggregate underwriting
discount per share will be identical for both offerings. See "Underwriting".
Of the 18,000,000 shares of Common Stock offered, 17,100,000 shares are
being sold by the Company and 900,000 shares are being sold by the Selling
Stockholder. See "Selling Stockholder". The Company will not receive any of the
proceeds from the sale of the shares being sold by the Selling Stockholder.
The Common Stock is listed on the New York Stock Exchange and the Chicago
Stock Exchange, among other exchanges. The last reported sale price of the
Common Stock on the New York Stock Exchange -- Composite Transactions on
November 21, 1994 was $59.00 per share. See "Price Range of Common Stock and
Dividends".
-------------------

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT (1) COMPANY (2) STOCKHOLDER (2)
--------------------- --------------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Per Share................. $58.50 $1.61 $56.89 $56.89
Total (3)(4).............. $1,053,000,000 $28,980,000 $972,819,000 $51,201,000
<FN>
- ---------
(1) The Company and the Selling Stockholder have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $675,000 payable by the Company and
$35,000 payable by the Selling Stockholder.
(3) The Underwriters agreed to purchase up to an additional 100,000 shares at
the initial public offering price per share, less the underwriting
discount, at the option of the Selling Stockholder. The Selling Stockholder
exercised such option for 40,000 shares. See "Selling Stockholder." The
additional initial public offering price, underwriting discount and
proceeds to Selling Stockholder resulting from such exercise are
$2,340,000, $64,400 and $2,275,600, respectively, and the total initial
public offering price, underwriting discount and proceeds to Selling
Stockholder following such exercise are $1,055,340,000, $29,044,400 and
$53,476,600, respectively.
(4) The Company has granted the International Underwriters an option for 30
days to purchase up to an additional 540,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 2,160,000 shares
has been granted by the Company as part of the United States Offering. If
such options are exercised in full and before taking into account the
exercise by the Selling Stockholder of the option described in Note 3
above, the total initial public offering price, underwriting discount and
proceeds to Company will be $1,210,950,000, $33,327,000 and $1,126,422,000,
respectively. See "Underwriting".
</TABLE>

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

The shares offered hereby are offered severally by the International
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected
that certificates for the shares will be ready for delivery in New York, New
York, on or about November 29, 1994.

<TABLE>
<S> <C>
GOLDMAN SACHS INTERNATIONAL MERRILL LYNCH INTERNATIONAL LIMITED
NATWEST SECURITIES LIMITED ABN AMRO BANK N.V.
CREDIT LYONNAIS SECURITIES DAIWA EUROPE LIMITED
</TABLE>

DRESDNER BANK SWISS BANK CORPORATION S.G.WARBURG SECURITIES
Aktiengesellschaft
------------------------

The date of this Prospectus is November 21, 1994.
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE CHICAGO STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

2
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

Unless otherwise indicated, currency amounts in this Prospectus are stated
in United States dollars ("$," "dollars," "U.S. dollars," or "U.S. $").

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with 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, 1993, as amended by a Form 10-K/A dated October 21, 1994;

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 2, 1994, July 2, 1994 and October 1, 1994;

3. The Company's Current Report on Form 8-K dated August 5, 1994;

4. The description of the Common Stock included in the Registration
Statement on Form 8-B dated July 2, 1973 including any amendment or report
filed to update such description;

6. All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering.

This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy the shares of Common Stock in any jurisdiction in which such
offer or solicitation is unlawful. There are restrictions on the offer and sale
of the shares of Common Stock in the United Kingdom. All applicable provisions
of the Financial Services Act 1986 and the Companies Act 1985 with respect to
anything done by any person in relation to the shares of Common Stock, in, from
or otherwise involving the United Kingdom must be complied with. See
"Underwriting".

3
<PAGE>
THE COMPANY

SEMICONDUCTOR PRODUCTS

GENERAL SYSTEMS PRODUCTS

COMMUNICATIONS PRODUCTS

4
<PAGE>
GOVERNMENT AND SYSTEMS TECHNOLOGY PRODUCTS

AUTOMOTIVE, ENERGY AND CONTROLS PRODUCTS

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

For a recent price of the Company's Common Stock on the New York Stock
Exchange--Composite Transactions, see the cover page of this Prospectus.

- ---------
- -R- -- Registered Trademark and Servicemark of Iridium, Inc.

5
<PAGE>
USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholder.

CAPITALIZATION

(2) See Notes 3 and 4 of the Notes to Consolidated Financial Statements for
December 31, 1993, incorporated herein by reference, for additional
information on long-term debt.

6
<PAGE>
SELECTED FINANCIAL INFORMATION

7
<PAGE>
SELLING STOCKHOLDER

DESCRIPTION OF CAPITAL STOCK

COMMON AND PREFERRED STOCK

PREFERRED SHARE PURCHASE RIGHTS

8
<PAGE>
beneficial ownership of 20% or more of the outstanding shares of Common Stock
and (ii) 10 days following the commencement or announcement of a tender offer or
exchange offer for 30% or more of such outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Stock certificates outstanding as
of November 20, 1988, by such Common Stock certificate. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with the shares of Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after November 20, 1988, upon the transfer or new issuance of shares of
Common Stock (including the shares of Common Stock issued hereunder), will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights) the
surrender for transfer of any certificate for shares of Common Stock,
outstanding as of November 20, 1988, with or without such notation or a copy of
a summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the shares of Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.

The Rights are not exercisable until the Distribution Date. The Rights will
expire on November 20, 1998, unless earlier redeemed by the Company as described
below.

9
<PAGE>
At any time prior to the public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 20% or
more of the outstanding shares of Common Stock, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.05 per
Right (the "Rights Redemption Price"). Immediately upon the action of the Board
of Directors ordering redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Rights Redemption Price.

Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.

10
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

CERTAIN U.S. FEDERAL TAX CONSEQUENCES
TO NON-U.S. SHAREHOLDERS

The following is a general discussion of certain U.S. federal tax
consequences of the ownership and disposition of a share of Common Stock by a
non-U.S. holder. For purposes of this discussion, a "non-U.S. holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership or a foreign estate or trust (I.E., a trust or estate not subject to
United States federal income tax on income from sources without the United
States that is not effectively connected with the conduct of a trade or business
within the United States). This discussion does not consider any specific facts
or circumstances that may apply to a particular non-U.S. holder. Furthermore,
this discussion does not address state, local or foreign tax consequences. The
following discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), the regulations promulgated thereunder and
administrative and judicial interpretations as of the date hereof, all of which
are subject to change, possibly with retroactive effect. Each prospective
investor is urged to consult its own tax adviser with respect to the U.S.
federal, state and local tax consequences of owning and disposing of a share of
Common Stock, as well as any tax consequences arising under the laws of any
other taxing jurisdiction.

U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES

Generally, any dividend paid to a non-U.S. holder of a share of Common Stock
will be subject to United States withholding tax at a rate of 30% of the amount
of the dividend, or at a lesser applicable treaty rate, unless the dividend is
effectively connected with a United States trade or business of a non-U.S.
holder, in which case the dividend will be subject to the regular United States
federal income tax, which generally is not collected by withholding. A non-U.S.
holder may claim an exemption from withholding by filing Form 4224 (Exemption
from Withholding of Tax on Income Effectively Connected With the Conduct of a
Trade or Business in the United States) with the Company or its dividend-paying
agent. Such effectively connected dividends received by a foreign corporation
may also, under certain circumstances, be subject to an additional branch
profits tax of 30% (or lower applicable treaty rate).

Under current Treasury regulations, dividends paid to an address in a
foreign country are presumed to be paid to a resident of such country for
purposes of determining the applicability of a treaty rate. In the absence of
definite knowledge of the status of a shareholder, the Company or its
dividend-paying agent may generally rely on the non-U.S. holder's foreign
address of record as the basis for allowing the benefit of an exemption or
reduced treaty rate with respect to the dividends being paid.

Under proposed Treasury regulations that are not currently in effect,
however, a non-U.S. holder of a share of Common Stock who wishes to claim the
benefit of an applicable treaty rate would be required to file Form 1001
(Ownership, Exemption, or Reduced Rate Certificate) and a Certificate of
Residence Form 8306 with the Company or its dividend-paying agent.

A non-U.S. holder generally will not be subject to U.S. federal income tax
on any gain realized on a disposition of a share of Common Stock unless (i) the
Company is or has been a "U.S. real property holding corporation" for U.S.
federal income tax purposes (which the Company does not believe that it has been
or is currently and does not anticipate becoming) and the non-U.S. holder
disposing of the share owned, directly or constructively, at any time during the
five-year period preceding the disposition, more than 5% of the Common Stock,
(ii) the gain is effectively connected with the conduct of a trade or business
within the United States of the non-U.S. holder, (iii) the non-U.S. holder is an
individual who holds the share as a capital asset, is present in the United
States for 183 days or more in the taxable year of the disposition, and certain
other conditions are met or (iv) the non-U.S. holder is subject to tax pursuant
to the Code provisions applicable to certain U.S. expatriates.

Shares of Common Stock owned or treated as owned by an individual non-U.S.
holder at the time of his death will be includible in his estate for United
States federal estate tax purposes unless an applicable estate tax treaty
provides otherwise.

11
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

BACKUP WITHHOLDING AND INFORMATION REPORTING

DIVIDENDS

In general, dividends paid on shares of Common Stock to holders that are not
"exempt recipients" are subject to information reporting and, if the holder
fails to provide in the manner required certain identifying information (such as
the holder's name, address and taxpayer identification number), backup
withholding of U.S. federal income tax at a rate of 31%. Generally, individuals
are not exempt recipients, whereas corporations and certain other entities
generally are exempt recipients. However, dividends paid to non-U.S. holders
outside the United States that are subject to U.S. withholding tax at the 30%
statutory rate or at a reduced treaty rate are exempt from backup withholding
and information reporting. In addition, the payor of dividends may rely on the
payee's foreign address in determining that backup withholding and information
reporting do not apply, unless the payor has definite knowledge that the payee
is a U.S. person.

BROKER SALES

If a non-U.S. holder sells shares of Common Stock through a U.S. office of a
broker, the broker is required to file an information return and is required to
withhold 31% of the sale proceeds unless the non-U.S. holder is an exempt
recipient or has provided the broker with the information and statements, under
penalties of perjury, necessary to establish an exemption from backup
withholding. If payment of the proceeds of the sale of a share is made to or
through the foreign office of a broker, that broker will not be required to
backup withhold or, except as provided in the next sentence, to file information
returns. If, however, the broker is a U.S. person, is a controlled foreign
corporation for U.S. tax purposes, or is a foreign person 50% or more of whose
gross income for the three-year period ending with the close of the taxable year
preceding the year of payment (or for the part of that period that the broker
has been in existence) is effectively connected with the conduct of a trade or
business within the United States, information reporting is required unless the
broker has documentary evidence in its files that the payee is not a U.S. person
and certain other conditions are met, or the payee otherwise establishes an
exemption.

REFUNDS

Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder may be refunded or credited against the holder's U.S. federal
income tax liability, provided that the required information is furnished to the
Internal Revenue Service.

12
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company and the Selling Stockholder have severally agreed to sell to each of the
International Underwriters named below and each of the International
Underwriters, for whom Goldman Sachs International and Merrill Lynch
International Limited are acting as representatives, has severally agreed to
purchase from the Company and the Selling Stockholder, the respective number of
shares of Common Stock set forth opposite its name below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
- ----------------------------------------------------------------------------- ---------------
<S> <C>
Goldman Sachs International.................................................. 1,450,000
Merrill Lynch International Limited.......................................... 1,450,000
NatWest Securities Limited................................................... 100,000
ABN AMRO Bank N.V............................................................ 100,000
Credit Lyonnais Securities................................................... 100,000
Daiwa Europe Limited......................................................... 100,000
Dresdner Bank Aktiengesellschaft............................................. 100,000
Swiss Bank Corporation....................................................... 100,000
S.G. Warburg Securities Ltd.................................................. 100,000
---------------
Total.................................................................... 3,600,000
---------------
---------------
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
International Underwriters are committed to take and pay for all of the shares
of Common Stock offered hereby, if any are taken.

The International Underwriters propose to offer the shares of Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus, and in part to certain securities dealers at
such price less a concession of $1.05 per share. The International Underwriters
may allow, and such dealers may reallow, a concession not in excess of $.10 per
share to certain brokers and dealers. After the shares of Common Stock are
released for sale to the public, the offering prices and other selling terms may
from time to time be varied by the representatives.

The Company and the Selling Stockholder have entered into an underwriting
agreement (the "U.S. Underwriting Agreement") with the underwriters of the U.S.
Offering (the "U.S. Underwriters") providing for the concurrent offer and sale
of 14,440,000 shares of Common Stock in the United States. The offering price
and aggregate underwriting discounts and commissions per share for the two
offerings are identical. The closing of the offering made hereby is a condition
to the closing of the U.S. Offering, and vice versa. The representatives of the
U.S. Underwriters are Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated.

Pursuant to an Agreement between the U.S. and International Underwriting
Syndicates (the "Agreement Between") relating to the two offerings, each of the
U.S. Underwriters has agreed that, as a part of the distribution of the shares
offered hereby and subject to certain exceptions, it will offer, sell or deliver
the shares of Common Stock, directly or indirectly, only in the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction (the "United
States") and to U.S. persons, which term shall mean, for purposes of this
paragraph: (a) any individual who is a resident of the United States or (b) any
corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof and whose office most
directly involved with the purchase is located in the United States. Each of the
International Underwriters named herein has agreed pursuant to the Agreement
Between that, as part of the distribution of the shares offered as a part of the
international offering, and subject to certain exceptions, it will (i) not,
directly or indirectly, offer, sell or deliver shares of Common Stock (a) in the

13
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[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]
United States or to any U.S. persons or (b) to any person who it believes
intends to reoffer, resell or deliver the shares in the United States or to any
U.S. persons, and (ii) cause any dealer to whom it may sell such shares at any
concession to agree to observe a similar restriction.

The Company has granted the International Underwriters an option exercisable
for 30 days after the date of this Prospectus to purchase up to an aggregate of
540,000 additional shares of Common Stock solely to cover over-allotments, if
any. If the International Underwriters exercise their over-allotment option, the
International Underwriters have severally agreed, subject to certain conditions,
to purchase approximately the same percentage thereof that the number of shares
to be purchased by each of them, as shown in the foregoing table, bears to the
3,600,000 shares of Common Stock offered. The Company has granted the U.S.
Underwriters a similar option is to purchase up to an aggregate of 2,160,000
additional shares of Common Stock.

Each International Underwriter has also agreed that (a) it has not offered
or sold, and will not offer or sell, in the United Kingdom, by means of any
document, any shares of Common Stock other than to persons whose ordinary
business it is to buy or sell shares or debentures, whether as principal or
agent, or in circumstances which do not constitute an offer to the public within
the meaning of the Companies

14
<PAGE>
[ALTERNATE PAGES FOR INTERNATIONAL PROSPECTUS]
Act 1985 of Great Britain, (b) it has complied, and will comply with, all
applicable provisions of the Financial Services Act 1986 of Great Britain with
respect to anything done by it in relation to the shares at Common Stock in,
from or otherwise involving the United Kingdom, and (c) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issuance of the shares of Common Stock to
a person who is of a kind described in Article 9(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1988 (as amended) of
Great Britain or is a person to whom the document may otherwise lawfully be
issued or passed on.

Buyers of shares of Common Stock offered hereby may be required to pay stamp
taxes and other charges in accordance with the laws and practices of the country
of purchase in addition to the initial public offering price.

The Company and the Selling Stockholder have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.

VALIDITY OF SECURITIES

EXPERTS

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[ALTERNATE OUTSIDE BACK COVER PAGE FOR INTERNATIONAL PROSPECTUS]

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE HEREOF OR THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information............................. 2
Incorporation of Certain Documents by Reference... 3
The Company....................................... 4
Price Range of Common Stock and Dividends......... 5
Use of Proceeds................................... 6
Capitalization.................................... 6
Selected Financial Information.................... 7
Selling Stockholder............................... 8
Description of Capital Stock...................... 8
Certain U.S. Federal Tax Consequences to Non-U.S.
Shareholders..................................... 11
Underwriting...................................... 13
Validity of Securities............................ 15
Experts........................................... 15
</TABLE>

18,000,000 SHARES

MOTOROLA, INC.

COMMON STOCK

($3 PAR VALUE)

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GOLDMAN SACHS INTERNATIONAL
MERRILL LYNCH INTERNATIONAL LIMITED

REPRESENTATIVES OF THE UNDERWRITERS

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