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                       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
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                (Translation of registrant's name into English)

             295 Phillip Street, Waterloo, Ontario, Canada N2L 3W8
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(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-____________




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                   DOCUMENTS INCLUDED AS PART OF THIS REPORT


  Document

     1           Material Change Report, dated October 31, 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).


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                                                                     DOCUMENT 1

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                                 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 27, 2006.

3.       News Release

         A news release was issued in Waterloo, Ontario on October 27, 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

         The Company provided on October 27, 2006 a status update pursuant to
         the alternative information guidelines of the Ontario Securities
         Commission. These guidelines contemplate that the Company will
         normally provide bi-weekly updates on its affairs until such time as
         the Company is current with its filing obligations under Canadian
         securities laws.

         The Company hereby reports that its management-initiated, voluntary
         review of stock option grants, as reported in the Company's press
         releases on September 28, 2006 and October 13, 2006, is ongoing. As
         previously disclosed, the Audit Committee of RIM's Board of Directors
         has made a preliminary determination that a restatement of RIM's
         historical financial statements will be required. 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. The Company will file
         its financial statements for the second quarter of fiscal 2007 as soon
         as possible. The Company has had communications with both the Ontario
         Securities Commission (OSC) and the Securities and Exchange Commission
         (SEC) about its internal review, and has received a letter of informal
         inquiry from the SEC requesting that RIM voluntarily provide documents
         and information related to the Company's stock option grants and stock
         option practices. The Company intends to cooperate with the OSC and
         SEC.

5.       Full Description of Material Change

         The Company provided on October 27, 2006 a status update pursuant to
         the alternative information guidelines of the Ontario Securities
         Commission. These guidelines contemplate that the Company will
         normally provide bi-weekly updates on its affairs until such time as
         the Company is current with its filing obligations under Canadian
         securities laws.

         The Company hereby reports that its management-initiated, voluntary
         review of stock option grants, as reported in the Company's press
         releases on September 28, 2006 and October 13, 2006,
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                                      -2-

         is ongoing. As previously disclosed, the Audit Committee of RIM's
         Board of Directors has made a preliminary determination that a
         restatement of RIM's historical financial statements will be required.
         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. The
         Company will file its financial statements for the second quarter of
         fiscal 2007 as soon as possible. The Company has had communications
         with both the Ontario Securities Commission (OSC) and the Securities
         and Exchange Commission (SEC) about its internal review, and has
         received a letter of informal inquiry from the SEC requesting that RIM
         voluntarily provide documents and information related to the Company's
         stock option grants and stock option practices. The Company intends to
         cooperate with the OSC and SEC.

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

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 31st day of October, 2006.

<PAGE>


                                  SCHEDULE "A"

October 27, 2006
FOR IMMEDIATE RELEASE
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RIM Provides Status Update
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Waterloo, Ontario - Research In Motion Limited (RIM) (Nasdaq: RIMM; TSX: RIM)
today provides this status update pursuant to the alternative information
guidelines of the Ontario Securities Commission. These guidelines contemplate
that the Company will normally provide bi-weekly updates on its affairs until
such time as the Company is current with its filing obligations under Canadian
securities laws.

The Company hereby reports that its management-initiated, voluntary review of
stock option grants, as reported in the Company's press releases on September
28, 2006 and October 13, 2006, is ongoing. As previously disclosed, the Audit
Committee of RIM's Board of Directors has made a preliminary determination that
a restatement of RIM's historical financial statements will be required. 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. The Company will file its
financial statements for the second quarter of fiscal 2007 as soon as possible.
The Company has had communications with both the Ontario Securities Commission
(OSC) and the Securities and Exchange Commission (SEC) about its internal
review, and has received a letter of informal inquiry from the SEC requesting
that RIM voluntarily provide documents and information related to the Company's
stock option grants and stock option practices. The Company intends to
cooperate with the OSC and SEC.


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.

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


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                                      -2-


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
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                                                       (Registrant)

Date:   October 31, 2006                By: /S/ DENNIS  KAVELMAN
        -------------------------           -----------------------------------
                                            Name:    Dennis Kavelman
                                            Title:   Chief Financial Officer
