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                                                                   Exhibit  10.5



                             Resolutions Amending
                 the Motorola, Inc. Share Option Plan of 1991
                                      and
                 the Motorola, Inc. Share Option Plan of 1982


RESOLVED, that, effective August 15, 1996, Section 7 of the Motorola, Inc. Share
Option Plan of 1991 and Section 8 of the Motorola, Inc. Share Option Plan of
1982 are each amended to read as follows:

     "Except as set forth in the last sentence of this section, an option shall
     not be transferable by an optionee otherwise than by operation of a death
     beneficiary designation made by the optionee in accordance with rules
     established by the Committee, by will or by the applicable laws of descent
     and distribution, and during the lifetime of any optionee, an option shall
     be exercisable only by the optionee or by the optionee's guardian or legal
     representative if the optionee is legally incompetent.

     Notwithstanding the foregoing, except to the extent that it would cause the
     Plan to fail to meet the conditions required to be met under Rule 16b-3
     under the 1934 Act, the Committee shall have the power and authority to
     provide, as a term of any Non-Qualified option, including any outstanding
     Non-Qualified option held by an optionee, that such Non-Qualified option
     may be transferred without consideration by the optionee to a member or
     members of his or her immediate family (i.e., a child, children,
     grandchild, grandchildren or spouse) and/or to a trust or trusts for the
     benefit of an immediate family member or family members."

     RESOLVED, that, effective August 15, 1996, Section 9(b) of the Motorola,
     Inc. Share Option Plan of 1991 and Section 10(2) of the Motorola, Inc.
     Share Option Plan of 1982 are each hereby amended by deleting the last
     sentence and substituting the following two sentences:

          "An election by an optionee to deliver Shares or to have Shares
          withheld to satisfy tax withholding requirements must be made on or
          prior to the Tax Date.  The Committee may disapprove any election or
          may suspend, condition, restrict or terminate the right to make
          elections.  An election is irrevocable, unless revocation is approved
          by the Committee."
