June 4, 1998
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N. W.
Washington D.C. 20549
RE: Motorola, Inc. - Post Effective Amendment No. 1 - Registration
Statement #333-11433 on Form S-3
Dear Sir or Madam:
Pursuant to Rule 470 under the Securities Act of 1933 ("Act"), a copy of Post-
Effective Amendment No. 1 to Registration Statement No. 333-11433 on Form S-3
("Amendment") is being transmitted for filing.
I hereby request pursuant to Rule 461 of the Act that the Amendment be made
effective as soon as is practicable.
If you have any questions regarding the transmitted document, please feel free
to contact either Carol Forsyte at 847/576-7646 or me at 847/576-7419.
Very truly yours,
Carol B. Kriekard
Of Counsel
cc: Carol Forsyte
Registration Statement No. 333-11433
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
(847) 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
(847) 576-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Carol Forsyte
Senior Corporate Counsel
1303 East Algonquin Road
Schaumburg, Illinois 60196
(847) 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:
Carl F. Koenemann
Executive Vice President and Chief Financial Officer
and its Agent for Service
Dated: May 28, 1998
