MOTOROLA INC
POS AM, 1994-12-07
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                 				Registration Statement No. 33-55080

                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                              

                                Post-Effective
                                Amendment No. 1
                                      To
                                   FORM S-3
                            REGISTRATION STATEMENT
                                    under
                          THE SECURITIES ACT OF 1933
                               

                                MOTOROLA, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                    38-1115800
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
Incorporation or organization)

             1303 East Algonquin Road, Schaumburg, Illinois 60196
                               (708) 576-5000
             (Address, including zip code, and telephone number,
        including area code of registrant's principal executive offices)
                              ___________________

                               Carl F. Koenemann
                Executive Vice President and Chief Financial Officer
                           1303 East Algonquin Road
                          Schaumburg, Illinois  60196
                                (708) 576-5000
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

                                 Copies to:

                               James K. Markey
                          Senior Corporate Counsel
                          1303 East Algonquin Road
                         Schaumburg, Illinois  60196
                               (708) 576-5000





     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

     The Registrant hereby amends this Registration Statement to remove from
registration any of the shares of Common Stock, $3 par value, of Motorola,
Inc. which remain unsold as of the date of the Post-Effective Amendment.






                Motorola, Inc.

                By:  /s/ Carl F. Koenemann
                     Executive Vice President and Chief Financial Officer and
                     its Agent for Service



Dated: December 7, 1994


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