Registration No. 33-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOTOROLA, INC.
(Exact name of issuer as specified in its charter)
Delaware 36-1115800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1303 East Algonquin Road, Schaumburg, Illinois 60196
(Address of Principal Executive Offices) (Zip Code)
MOTOROLA PROFIT SHARING AND INVESTMENT PLAN
(formerly the Motorola Employee's Savings and Profit Sharing Plan)
(Full Title of the Plan)
___________________
Carl F. Koenemann, Executive Vice President
1303 East Algonquin Road, Schaumburg, Illinois 60196
(Name and Address of agent for service)
(847) 576-5000
(Telephone number, including area code, of agent for service)
Calculation Of Registration Fee
__________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price (2) fee
__________________________________________________________________________
Motorola, Inc.
Common Stock 5,300,000 shares $51.19 $271,307,000 $93,554.14
($3 Par Value)(3)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(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 September 23, 1996.
(3) Includes preferred stock purchase rights. Prior to the occurrence of
certain events, the preferred stock purchase rights will not be evidenced
separately from the Common Stock.
____________________
The contents of Registration Statement No. 33-58714 on Form S-8 are
incorporated herein by reference.
PART 1 - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the
Note to Part 1 of Form S-8.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
5. The description of the Company's Preferred Share Purchase Rights
included in the Registration Statement on Form 8-A dated November 15, 1988,
as amended by amendments on Forms 8 dated August 9, 1990 and December 2,
1992 and Form 8-A/A dated February 28, 1994.
Item 8. Exhibits.
5(a) 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(b) The Company received a favorable determination letter dated June
9, 1994 from the Internal Revenue Service ("IRS") that the Plan
is qualified under Section 401(a) of the Internal Revenue Code.
The Plan has been amended since that date. The Company
undertakes to submit the Plan, as amended, to the IRS in a
timely manner for a new determination letter as to its qualified
status, and the Company will make all changes required by the
IRS in order to qualify the Plan.
23. The consent of KPMG Peat Marwick.
24. Powers of Attorney.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement, or amendment thereto, to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Village of
Schaumburg, State of Illinois, on the 25th day of September, 1996.
MOTOROLA, INC.
By: /s/ Gary L. Tooker
Gary L. Tooker, Vice Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed below by the
following persons in the capacities and on the date or dates indicated.
SIGNATURE TITLE DATE
/s/ Gary L. Tooker Director and Principal September 25, 1996
Gary L. Tooker Executive Officer
Kenneth J. Johnson Principal Accounting September 25, 1996
Officer
Carl F. Koenemann Principal Financial September 25, 1996
Officer
By: /s/ Gary L. Tooker
Gary L. Tooker
Attorney-in-Fact
H. Laurance Fuller, Christopher B. Galvin,)
Robert W. Galvin, Anne P. Jones, Donald R.)
Jones, Judy C. Lewent, Walter E. Massey, ) Majority of
John F. Mitchell, Thomas J. Murrin, ) Directors September 25, 1996
Nicholas Negroponte, John E. Pepper, Jr.,)
William J. Weisz, B. Kenneth West, ) By: /s/ Gary L. Tooker
John A. White ) Gary L. Tooker
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement, or amendment thereto, to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the Village of Schaumburg, State of Illinois on the 25th day of September,
1996.
MOTOROLA PROFIT SHARING
AND INVESTMENT PLAN
By: /s/ Gary L. Tooker
Gary L. Tooker
Attorney-in-Fact for
Carl F. Koenemann
Authorized Member of
the Management Committee
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
of Motorola, Inc.
We consent to incorporation by reference in the registration Statement on Form
S-8 of Motorola, Inc. of our report dated January 9, 1996, except for Note 6,
which is as of February 16, 1996, relating to the consolidated balance sheets
of Motorola, Inc. and consolidated subsidiaries as of December 31, 1995 and
1994, and the related statements of consolidated earnings, stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995, and our report dated January 9, 1996 related to the
financial statement schedule for each of the years in the three-year period
ended December 31, 1995, which reports appear in or are incorporated by
reference in the annual report on Form 10-K of Motorola, Inc. for the year
ended December 31, 1995.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 25, 1996
EXHIBIT 24(a)
MOTOROLA, INC.
POWER OF ATTORNEY
Registration Statement on Form S-8
Each of the undersigned directors of Motorola, Inc., a Delaware
corporation (the "Company"), which proposes to file with the Securities and
Exchange Commission ("Commission") a registration statement ("Registration
Statement") on Form S-8 to register shares of the Company's Common Stock,
$3 par value, in connection with the Company's Profit Sharing and
Investment Plan, under the Securities Act of 1933, hereby appoints Gary L.
Tooker, Christopher B. Galvin and Carl F. Koenemann and each or any of
them, acting alone without the other, each with the power of substitution,
for him or her and in his or her name to be his or her lawful attorney-in-
fact, with full power to sign and affix his or her name as such director of
the Company to the Registration Statement and any amendments, including
post-effective amendments, thereto, which said attorney-in-fact may deem
necessary or proper and to file the same, with all exhibits thereto and
other supporting documents, with the Commission, and granting unto said
attorneys-in-fact and each of them full power and authority to do and
perform any and all acts necessary or incidental to the performance and
execution of the powers herein expressly granted.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her
hand this 25th day of September, 1996.
/s/ H. Laurance Fuller /s/ Thomas J. Murrin
H. Laurance Fuller Thomas J. Murrin
/s/ Christopher B. Galvin /s/ Nicholas Negroponte
Christopher B. Galvin Nicholas Negroponte
/s/ Robert W. Galvin /s/ John E. Pepper, Jr.
Robert W. Galvin John E. Pepper, Jr.
/s/ Anne P. Jones ________________________
Anne P. Jones Samuel C. Scott, III
/s/ Donald R. Jones /s/ William J. Weisz
Donald R. Jones William J. Weisz
/s/ Judy C. Lewent /s/ B. Kenneth West
Judy C. Lewent B. Kenneth West
/s/ Walter E. Massey /s/ John A. White
Walter E. Massey John A. White
/s/ John F. Mitchell
John F. Mitchell
EXHIBIT 24(b)
MOTOROLA, INC.
POWER OF ATTORNEY
Registration Statement on Form S-8
Each of the undersigned member ("Member") of the Management Committee
of the Profit Sharing and Investment Plan, officer or director of Motorola,
Inc., a Delaware corporation (the "Company"), which proposes to file with
the Securities and Exchange Commission ("Commission") a registration
statement ("Registration Statement") on Form S-8 to register shares of the
Company's Common Stock, $3 par value, in connection with the Company's
Profit Sharing and Investment Plan, under the Securities Act of 1933,
hereby appoints, Gary L. Tooker, Christopher B. Galvin and Carl F.
Koenemann and each or any of them, acting alone without the other, each
with the power of substitution, for him or her and in his or her name to be
his or her lawful attorney-in-fact, with full power to sign and affix his
or her name as such Member, officer or director of the Company to the
Registration Statement and any amendments, including post-effective
amendments, thereto, which said attorney-in-fact may deem necessary or
proper and to file the same, with all exhibits thereto and other supporting
documents, with the Commission, and granting unto said attorneys-in-fact
and each of them full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of the powers
herein expressly granted.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this
25th day of September, 1996.
/s/ Gary L. Tooker /s/ Carl Koenemann
Gary L. Tooker Carl Koenemann
Vice Chairman and Principal Financial Officer and
Chief Executive Officer
Authorized member of the Management
Committee, the Profit Sharing and
Investment Plan
/s/ Kenneth J. Johnson
Kenneth J. Johnson
Principal Accounting Officer
