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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000928475-07-000098.txt : 20070426
<SEC-HEADER>0000928475-07-000098.hdr.sgml : 20070426
<ACCEPTANCE-DATETIME>20070426095136
ACCESSION NUMBER:		0000928475-07-000098
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070426
DATE AS OF CHANGE:		20070426
EFFECTIVENESS DATE:		20070426

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MOTOROLA INC
		CENTRAL INDEX KEY:			0000068505
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				361115800
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07221
		FILM NUMBER:		07789565

	BUSINESS ADDRESS:	
		STREET 1:		1303 E ALGONQUIN RD
		CITY:			SCHAUMBURG
		STATE:			IL
		ZIP:			60196
		BUSINESS PHONE:		8475765000

	MAIL ADDRESS:	
		STREET 1:		1303 EAST ALGONQUIN ROAD
		CITY:			SCHAUMBURG
		STATE:			IL
		ZIP:			60196

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MOTOROLA DELAWARE INC
		DATE OF NAME CHANGE:	19760414

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ICAHN CARL C ET AL
		CENTRAL INDEX KEY:			0000921669
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		C/O ICAHN ASSOCIATES CORP.
		STREET 2:		767 FIFTH AVE., SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153
		BUSINESS PHONE:		2127024300

	MAIL ADDRESS:	
		STREET 1:		C/O ICAHN ASSOCIATES CORP.
		STREET 2:		767 FIFTH AVE., SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<FILENAME>dfan14a042607.txt
<TEXT>
                                  SCHEDULE 14A
                    Proxy Statement Pursuant to Section 14(a)
            of the Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant                     [ ]

Filed by a Party other than the Registrant  [x]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss. 240.14a-12

                                 Motorola, Inc.

                (Name of Registrant as Specified In Its Charter)

                                Icahn Partners LP
                                Icahn Onshore LP
                                CCI Onshore Corp.
                          Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                       Icahn Partners Master Fund III L.P.
                                Icahn Offshore LP
                               CCI Offshore Corp.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                  Carl C. Icahn

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:

     2) Aggregate number of securities to which transaction applies:

     3) Per unit price or other  underlying  value of  transaction  computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is calculated and state how it was determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was
     paid previously.  Identify the previous filing by registration  statement
     number, or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:


<PAGE>


     Mr.  Icahn  has  issued  a press  release  today,  a copy of which is filed
herewith as Exhibit 1.


SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND  CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION.  THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE  AVAILABLE AT NO CHARGE AT THE  SECURITIES  AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.



<PAGE>


                                                                       EXHIBIT 1

              PROXY GOVERNANCE, INC. RECOMMENDS MOTOROLA (NYSE:MOT)
             STOCKHOLDERS VOTE FOR CARL ICAHN ON THE GOLD PROXY CARD


New  York,  NY,  April 26,  2007 - Carl C.  Icahn  today  announced  that  PROXY
Governance,  Inc. (PGI) has recommended that stockholders of Motorola, Inc. vote
their shares FOR the election of Mr. Icahn to the Motorola board of directors on
the GOLD proxy card at Motorola's  May 7, 2007 Annual  Meeting of  Stockholders.
PGI, a respected  provider of proxy voting analysis and advice to  institutional
investors, mutual fund management companies, and other fiduciaries, joins ISS in
supporting MR. Icahn's candidacy.

Noting that "Icahn's record speaks for itself and we feel that his presence will
act as a catalyst  in making  changes,"  PGI went on to state  that "We  believe
Icahn can bring a different perspective to the board and has a keen sense on how
to add value to both  long-term  and  short-term  shareholders."  PGI added that
"Icahn's willingness to tackle important governance matters only strengthens our
opinion  for an Icahn  seat"  and that "we feel he  brings a set of  skills  and
perspectives  that will be  additive  to the board,  based upon the nearly  four
decades that he has spent analyzing, owning and running companies."(1)

"I welcome the support of PROXY  Governance,  Inc." commented Mr. Icahn.  "Along
with the  earlier  endorsement  by ISS,  I  believe  it  indicates  the  growing
recognition  by  institutional  investors  that the  status  quo is no longer an
alternative  for Motorola.  The costly  misjudgments  made by the company on the
current board's watch are ample argument for the focused  oversight and stricter
accountability  that  significant  stockholder  representation  on the board can
provide." he continued.  "I believe that PGI has clearly recognized that I am an
owner of Motorola,  that I am solely  interested in what is best for the Company
and its stockholders, and that I will act accordingly."

Stockholders  who have previously  voted  Motorola's white proxy card can change
their vote by voting the GOLD proxy by  telephone,  by  Internet  or by signing,
dating and returning the GOLD card today.  Anyone  needing  assistance in voting
their  shares  may  contact  Mr.   Icahn's   proxy   solicitor,   Innisfree  M&A
Incorporated, toll-free at 877-825-8772.

CONTACT: Susan Gordon (212) 702-4309

SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS AMENDED,
RELATED TO THE  SOLICITATION  OF  PROXIES  BY CARL C.  ICAHN AND  CERTAIN OF HIS
AFFILIATES FROM THE STOCKHOLDERS OF MOTOROLA, INC. FOR USE AT ITS ANNUAL MEETING
BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION.  THE AMENDED DEFINITIVE PROXY STATEMENT
AND A FORM OF PROXY ARE  AVAILABLE AT NO CHARGE AT THE  SECURITIES  AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.


- -------------------------
(1) Permission  from the author has been neither sought nor obtained for the use
of these quotations.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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