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<TYPE>6-K
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<PERIOD>20061018
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<CONFORMED-NAME>RESEARCH IN MOTION LTD
<CIK>0001070235
<ASSIGNED-SIC>3661
<IRS-NUMBER>000000000
<FISCAL-YEAR-END>0228
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<ACT>34
<FILE-NUMBER>000-29898
<FILM-NUMBER>061150270
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<STREET1>295 PHILLIP ST
<STREET2>WATERLOO
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<SEQUENCE>1
<FILENAME>rim6k_10-06.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 6-K

                       Report of Foreign Private Issuer
                     Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934


For the month of,                    October                          2006
                                     ------------------------        -----
Commission File Number               000-29898
                                     ------------------------        -----

                          Research In Motion Limited
--------------------------------------------------------------------------------
                (Translation of registrant's name into English)

             295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
--------------------------------------------------------------------------------
                   (Address of principal executive offices)

         Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40F:

              Form 20-F                          Form 40-F      X
                            ----------------                ----------------

         Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):

         Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):


         Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.

                     Yes                               No      X
                           ------------------              ------------------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
82-_______________



================================================================================



<PAGE>



                   DOCUMENTS INCLUDED AS PART OF THIS REPORT


     Document

         1           Material Change Report, dated October 18, 2006.

This Report on Form 6-K is incorporated by reference into: (i) the
Registration Statement on Form S-8 of the Registrant, which was originally
filed with the Securities and Exchange Commission on March 28, 2002 (File No.
333-85294); and (ii) the Registration Statement on Form S-8 of the Registrant,
which was originally filed with the Securities and Exchange Commission on
October 21, 2002 (File No. 333-100684).



<PAGE>


                                                                      DOCUMENT 1


<PAGE>




                                 FORM 51-102F3

                            MATERIAL CHANGE REPORT


1.       Name and Address of Company

         Research In Motion Limited (the "Company" or "RIM")
         295 Phillip Street
         Waterloo, Ontario
         N2L 3W8

2.       Date of Material Change

         October 13, 2006.

3.       News Release

          A news releases was issued in Waterloo, Ontario on October 13, 2006
          through the newswire services of CCN Matthews and Market Wire, a
          copy of which is annexed hereto as Schedule "A".

4.       Summary of Material Change

         RIM announced on October 13, 2006 today that the filing of its
         interim financial statements for the three months ended September 2,
         2006 will be delayed pending completion of its management-initiated,
         voluntary review of historical stock option grants.

         RIM also announced that in connection with its ongoing review of
         historical option grants, and subsequent to September 28, 2006, the
         Company identified an additional technical error under U.S. GAAP that
         will likely require a further adjustment to its historical financial
         statements.


5.       Full Description of Material Change

         Following the announcement of its preliminary second quarter results
         on September 28, 2006, RIM announced on October 13, 2006 that the
         filing of its interim financial statements for the three months ended
         September 2, 2006 will be delayed pending completion of its
         management-initiated, voluntary review of historical stock option
         grants.

         As previously announced on September 28, 2006, the Audit Committee of
         RIM's Board of Directors, comprised solely of independent directors,
         is completing a management-initiated, voluntary review of RIM's
         historical option granting practices. While the Audit Committee has
         not completed its review, it had made a preliminary determination
         that GAAP accounting errors were made around the administration of
         certain historical stock options granted from fiscal 1998 to present,
         and made a preliminary determination that a restatement of RIM's
         historical financial statements will be required to reflect this. As
         a result, management announced that it will delay the filing of RIM's
         second quarter financial statements, which are due to be filed by
         October 17, 2006, in order for the Audit Committee to complete its
         review and to effect the restatement. RIM will file the financial
         statements as soon as practicable.


<PAGE>
                                    - 2 -


         In connection with the ongoing review, and subsequent to September
         28, 2006, the Company identified an additional technical error under
         U.S. GAAP that will likely require a further adjustment to its
         historical financial statements. This error stems from a difference
         in the historical application of U.S. GAAP and Canadian GAAP
         accounting rules. While the Company is unable to specify the
         additional adjustment resulting from this error as the review is
         ongoing, the Company does not currently anticipate a material
         adjustment to the preliminary second quarter operating results
         reported on September 28, 2006 or to current or future financial
         years' operating results.

         This technical error relates to a "net settlement" feature that
         existed in RIM's stock option plan prior to February 2002. Under this
         feature, instead of paying the exercise price in cash, the employee
         could apply to receive a lesser number of RIM common shares equal in
         value to the difference between the grant price and market price at
         the time of exercise multiplied by the number of options exercised.
         RIM has a broadly based stock option plan and this feature was
         designed to facilitate the exercise of stock options by employees who
         lacked the financial resources to fund the exercise price. This
         specific feature was eliminated from RIM's stock option plan
         effective February 2002 and only a small fraction of the total
         options granted prior to February 2002 were exercised using this
         feature. Prior to 2002, there were no accounting implications
         relating to this feature under Canadian GAAP, which RIM used as its
         primary GAAP at that time. However, in connection with its current
         internal review, RIM has been advised that it was required under U.S.
         GAAP to presume that all employees receiving options under a plan
         containing this feature would exercise their stock options in this
         manner regardless of the fact that only a small percentage of its
         employees actually used this feature. As a result, variable
         accounting was required under U.S. GAAP for all stock options granted
         prior to February, 2002.

         Variable accounting requires RIM to recognize a non-cash compensation
         expense for all stock options, which includes (1) all realized gains
         on exercise of stock options, and (2) an allocation of all unrealized
         gains for unexercised stock options based on the stock's trading
         price at each reporting period. The elimination of this feature in
         February, 2002 limits the impact of variable accounting for
         subsequent periods, but given the historical volatility of RIM's
         share price over these periods, variable accounting will result in
         significant fluctuations in non-cash compensation charges from year
         to year. The net effect of the variable accounting will be to
         substantially increase the amount of RIM's previously estimated
         non-cash charges associated with past option grants and thereby
         reduce the amount of the Company's previously reported U.S. GAAP
         earnings over the periods to be restated. As noted above, the Company
         does not currently anticipate a material adjustment to its
         preliminary second quarter operating results or current or future
         financial years' operating results.

         In accordance with applicable Canadian securities laws, RIM will
         request that the Canadian securities regulators issue a "Management
         and Insider Cease Trade Order" that prohibits trading in RIM's
         securities by its senior officers, directors and other insiders, who
         are already subject to a Company-initiated blackout, until the
         required financial statements are filed. Pending the filing of the
         financial statements, RIM intends to satisfy the alternative
         information guidelines recommended by OSC Policy 57-603 and Canadian
         Securities Administrators' Staff Notice 57-301 by issuing a news
         release every two weeks to update the shareholders on the filing
         delay. RIM is also required to disclose that if the second quarter
         financial statements and MD&A are not filed by December 17, 2006,
         Canadian securities regulators may impose an issuer cease trade
         order.

         Certain of the statements contained in the news releases and in this
         Material Change Report constitute forward-looking statements within
         the meaning of the U.S. Private Securities Litigation


<PAGE>
                                     - 3 -


         Reform Act of 1995 and applicable Canadian securities laws, and
         readers are urged to consider carefully the cautionary language
         regarding such-forward looking statements contained in each of the
         news releases.


6.       Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

         Not applicable.

7.       Omitted Information

         No significant facts have been omitted from this report.

8.       Executive Officer

          For further information, please contact Dennis Kavelman - Chief
          Financial Officer of the Company at (519) 888-7465.

9.       Date of Report

         Dated at Waterloo, Ontario, this 18th day of October, 2006.


<PAGE>


                                 SCHEDULE "A"

October 13, 2006
FOR IMMEDIATE RELEASE

RIM Provides Update on Management-Initiated, Voluntary Review of
Historical Stock Option Grants
--------------------------------------------------------------------------------

Waterloo, Ontario - Following the announcement of its preliminary second
quarter results on September 28, 2006, Research In Motion Limited (RIM)
(Nasdaq: RIMM; TSX: RIM) announced today that the filing of its interim
financial statements for the three months ended September 2, 2006 will be
delayed pending completion of its management-initiated, voluntary review of
historical stock option grants.

As previously announced on September 28, 2006, the Audit Committee of RIM's
Board of Directors, comprised solely of independent directors, is completing a
management-initiated, voluntary review of RIM's historical option granting
practices. While the Audit Committee has not completed its review, it had made
a preliminary determination that GAAP accounting errors were made around the
administration of certain historical stock options granted from fiscal 1998 to
present, and made a preliminary determination that a restatement of RIM's
historical financial statements will be required to reflect this. As a result,
management will delay the filing of RIM's second quarter financial statements,
which are due to be filed by October 17, 2006, in order for the Audit
Committee to complete its review and to effect the restatement. RIM will file
the financial statements as soon as practicable.

In connection with the ongoing review, and subsequent to September 28, 2006,
the Company identified an additional technical error under U.S. GAAP that will
likely require a further adjustment to its historical financial statements.
This error stems from a difference in the historical application of U.S. GAAP
and Canadian GAAP accounting rules. While the Company is unable to specify the
additional adjustment resulting from this error as the review is ongoing, the
Company does not currently anticipate a material adjustment to the preliminary
second quarter operating results reported on September 28, 2006 or to current
or future financial years' operating results.

This technical error relates to a "net settlement" feature that existed in
RIM's stock option plan prior to February 2002. Under this feature, instead of
paying the exercise price in cash, the employee could apply to receive a
lesser number of RIM common shares equal in value to the difference between
the grant price and market price at the time of exercise multiplied by the
number of options exercised. RIM has a broadly based stock option plan and
this feature was designed to facilitate the exercise of stock options by
employees who lacked the financial resources to fund the exercise price. This
specific feature was eliminated from RIM's stock option plan effective
February 2002 and only a small fraction of the total options granted prior to
February 2002 were exercised using this feature. Prior to 2002, there were no
accounting implications relating to this feature under Canadian GAAP, which
RIM used as its primary GAAP at that time. However, in connection with its
current internal review, RIM has been advised that it was required under U.S.
GAAP to presume that all employees receiving options


<PAGE>
                                    - 2 -


under a plan containing this feature would exercise their stock options in
this manner regardless of the fact that only a small percentage of its
employees actually used this feature. As a result, variable accounting was
required under U.S. GAAP for all stock options granted prior to February,
2002.

Variable accounting requires RIM to recognize a non-cash compensation expense
for all stock options, which includes (1) all realized gains on exercise of
stock options, and (2) an allocation of all unrealized gains for unexercised
stock options based on the stock's trading price at each reporting period. The
elimination of this feature in February, 2002 limits the impact of variable
accounting for subsequent periods, but given the historical volatility of
RIM's share price over these periods, variable accounting will result in
significant fluctuations in non-cash compensation charges from year to year.
The net effect of the variable accounting will be to substantially increase
the amount of RIM's previously estimated non-cash charges associated with past
option grants and thereby reduce the amount of the Company's previously
reported U.S. GAAP earnings over the periods to be restated. As noted above,
the Company does not currently anticipate a material adjustment to its
preliminary second quarter operating results or current or future financial
years' operating results.

In accordance with applicable Canadian securities laws, RIM will request that
the Canadian securities regulators issue a "Management and Insider Cease Trade
Order" that prohibits trading in RIM's securities by its senior officers,
directors and other insiders, who are already subject to a Company-initiated
blackout, until the required financial statements are filed. Pending the
filing of the financial statements, RIM intends to satisfy the alternative
information guidelines recommended by OSC Policy 57-603 and Canadian
Securities Administrators' Staff Notice 57-301 by issuing a news release every
two weeks to update the shareholders on the filing delay. RIM is also required
to disclose that if the second quarter financial statements and MD&A are not
filed by December 17, 2006, Canadian securities regulators may impose an
issuer cease trade order.


About Research In Motion (RIM)
Research in Motion is a leading designer, manufacturer and marketer of
innovative wireless solutions for the worldwide mobile communications market.
Through the development of integrated hardware, software and services that
support multiple wireless network standards, RIM provides platforms and
solutions for seamless access to time-sensitive information including email,
phone, SMS messaging, Internet and intranet-based applications. RIM technology
also enables a broad array of third party developers and manufacturers to
enhance their products and services with wireless connectivity to data. RIM's
portfolio of award-winning products, services and embedded technologies are
used by thousands of organizations around the world and include the
BlackBerry(R) wireless platform, the RIM Wireless Handheld(TM) product line,
software development tools, radio-modems and software/hardware licensing
agreements. Founded in 1984 and based in Waterloo, Ontario, RIM operates
offices in North America, Europe and Asia Pacific. RIM is listed on the Nasdaq
Stock Market (Nasdaq: RIMM) and the Toronto Stock Exchange (TSX: RIM). For
more information, visit www.rim.com or www.blackberry.com.


<PAGE>
                                    - 3 -


Investor Contact:
RIM Investor Relations
(519) 888-7465
investor_relations@rim.com

This news release contains forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995 and Canadian
securities laws relating to RIM's ongoing management-initiated voluntary
review of its historical option granting practices, including statements
regarding preliminary determinations and expectations regarding the financial
impact of the review on RIM's historical, current and future financial
statements, and its intention to provide regular updates to its shareholders.
The terms and phrases, "preliminary determinations", "may", "would", "will",
"anticipate", "intends" and similar terms and phrases are intended to identify
these forward-looking statements. Forward-looking statements are based on
estimates and assumptions made by RIM in light of its experience, its current
assessment of matters relating to its ongoing internal review, and its
perception of historical trends, current conditions and expected future
developments, as well as other factors that RIM believes are appropriate in
the circumstances. Many factors could cause RIM's actual results, or future
events to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: final
determinations made by RIM's Audit Committee, outside advisors, auditors and
others; additional corrections that may be required based on factual findings
and analysis in the ongoing review; and legal and accounting developments
regarding stock option grants and interpretations of such guidance. Readers
are cautioned to consider the forward-looking statements in light of these
risks and others relating to RIM are discussed in greater detail in the "Risk
Factors" section of RIM's Annual Information Form, which is included in its
Annual Report on Form 40-F (copies of which filings may be obtained at
www.sedar.com or www.sec.gov). These factors should be considered carefully,
and readers should not place undue reliance on RIM's forward-looking
statements. RIM has no intention and undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

The BlackBerry and RIM families of related marks, images and symbols are the
exclusive properties and trademarks of Research In Motion Limited. RIM,
Research In Motion and BlackBerry are registered with the U.S. Patent and
Trademark Office and may be pending or registered in other countries. All
other brands, product names, company names, trademarks and service marks are
the properties of their respective owners. RIM assumes no liability and makes
no representation, warranty or guarantee in relation to third party products.


<PAGE>


                                  SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                 RESEARCH IN MOTION LIMITED
                                           -------------------------------------
                                                    (Registrant)

Date:    October 18, 2006            By:  /S/ Angelo Loberto
         -------------------------        --------------------------------------
                                           Name:    Angelo Loberto
                                           Title:   Vice President, Finance
</TEXT>
</DOCUMENT>
</SUBMISSION>
