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<CONFORMED-NAME>RESEARCH IN MOTION LTD
<CIK>0001070235
<ASSIGNED-SIC>3661
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<FISCAL-YEAR-END>0228
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<STREET1>295 PHILLIP ST
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<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,             December                      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 December 14, 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>


                                  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

     December 8, 2006.

3.   News Release

     A news release was issued in Waterloo, Ontario on December 8, 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 December 8, 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's management-initiated, voluntary review of stock option grants
     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. As the review of the Company's
     historical stock option practices has not yet been concluded, the Company
     has notified the OSC that it does not anticipate that it will be in a
     position to file its restated historical financial statements or its
     financial statements for the second quarter of fiscal 2007 on or before
     December 17, 2006. If these filings are not made by December 18, 2006, RIM
     will report on the status of its continuous disclosure obligations to the
     OSC pursuant to the management cease trade order issued by the OSC on
     November 7, 2006.

     On December 21, 2006, the Company intends to announce preliminary operating
     results for the third quarter of fiscal 2007. The Company expects that the
     potential impact of any restatement on GAAP and preliminary operating
     results for the third quarter of fiscal 2007 will be immaterial. The
     Company expects to file its financial statements for the second and third
     quarters of fiscal 2007 and any historical restatements prior to its fiscal
     year end of March 3, 2007.

     The Company has had communications with both staff of the OSC and staff of
     the Securities and Exchange Commission (SEC) about its internal review. The
     Company intends to continue to cooperate with the OSC and SEC. On November
     30, 2006, upon application of the Company and certain officers of the
     Company, the OSC issued an order varying its management cease trade order
     to permit certain officers of the Company who held stock options in the
     Company due to


<PAGE>


                                      -2-

     expire on December 4, 2006 to exercise such options. The common shares of
     the Company issued upon the exercise of such options are subject to the
     management cease trade order issued by the OSC and cannot be disposed of
     before the management cease trade order expires or is revoked. In addition,
     Jim Balsillie and Mike Lazaridis, two of the officers who were permitted to
     exercise stock options due to expire, have deposited the common shares
     acquired upon exercise into escrow with the Audit Committee to be held
     pending completion of the Audit Committee's review of the Company's
     historical stock option granting practices.


5.   Full Description of Material Change

     The Company provided on December 8, 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's management-initiated, voluntary review of stock option grants
     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. As the review of the Company's
     historical stock option practices has not yet been concluded, the Company
     has notified the OSC that it does not anticipate that it will be in a
     position to file its restated historical financial statements or its
     financial statements for the second quarter of fiscal 2007 on or before
     December 17, 2006. If these filings are not made by December 18, 2006, RIM
     will report on the status of its continuous disclosure obligations to the
     OSC pursuant to the management cease trade order issued by the OSC on
     November 7, 2006.

     On December 21, 2006, the Company intends to announce preliminary operating
     results for the third quarter of fiscal 2007. The Company expects that the
     potential impact of any restatement on GAAP and preliminary operating
     results for the third quarter of fiscal 2007 will be immaterial. The
     Company expects to file its financial statements for the second and third
     quarters of fiscal 2007 and any historical restatements prior to its fiscal
     year end of March 3, 2007.

     The Company has had communications with both staff of the OSC and staff of
     the Securities and Exchange Commission (SEC) about its internal review. The
     Company intends to continue to cooperate with the OSC and SEC. On November
     30, 2006, upon application of the Company and certain officers of the
     Company, the OSC issued an order varying its management cease trade order
     to permit certain officers of the Company who held stock options in the
     Company due to expire on December 4, 2006 to exercise such options. The
     common shares of the Company issued upon the exercise of such options are
     subject to the management cease trade order issued by the OSC and cannot be
     disposed of before the management cease trade order expires or is revoked.
     In addition, Jim Balsillie and Mike Lazaridis, two of the officers who were
     permitted to exercise stock options due to expire, have deposited the
     common shares acquired upon exercise into escrow with the Audit Committee
     to be held pending completion of the Audit Committee's review of the
     Company's historical stock option granting practices.

     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


<PAGE>

                                      -3-

     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 14th day of December, 2006.


<PAGE>


                                  SCHEDULE "A"

December 8, 2006

RIM Provides Status Update
-------------------------------------------------------------------------------

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 (OSC). 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's management-initiated, voluntary review of stock option grants 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. As the review of the Company's historical stock option
practices has not yet been concluded, the Company has notified the OSC that it
does not anticipate that it will be in a position to file its restated
historical financial statements or its financial statements for the second
quarter of fiscal 2007 on or before December 17, 2006. If these filings are not
made by December 18, 2006, RIM will report on the status of its continuous
disclosure obligations to the OSC pursuant to the management cease trade order
issued by the OSC on November 7, 2006.

On December 21, 2006, the Company intends to announce preliminary operating
results for the third quarter of fiscal 2007. The Company expects that the
potential impact of any restatement on GAAP and preliminary operating results
for the third quarter of fiscal 2007 will be immaterial. The Company expects to
file its financial statements for the second and third quarters of fiscal 2007
and any historical restatements prior to its fiscal year end of March 3, 2007.

The Company has had communications with both staff of the OSC and staff of the
Securities and Exchange Commission (SEC) about its internal review. The Company
intends to continue to cooperate with the OSC and SEC. On November 30, 2006,
upon application of the Company and certain officers of the Company, the OSC
issued an order varying its management cease trade order to permit certain
officers of the Company who held stock options in the Company due to expire on
December 4, 2006 to exercise such options. The common shares of the Company
issued upon the exercise of such options are subject to the management cease
trade order issued by the OSC and cannot be disposed of before the management
cease trade order expires or is revoked. In addition, Jim Balsillie and Mike
Lazaridis, two of the officers who were permitted to exercise stock options due
to expire, have deposited the common shares acquired upon exercise into escrow
with the Audit Committee to be held pending completion of the Audit Committee's
review of the Company's historical stock option granting practices.

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, the anticipated
timing of filing financial statements and


<PAGE>

                                      -2-

releasing preliminary operating results, and its intention to provide regular
updates to its shareholders. The terms and phrases, "preliminary determination",
"may", "would", "expects", "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:
determinations made by RIM's Audit Committee, outside advisors, auditors and
others; unanticipated developments and delays encountered during the ongoing
review; developments relating to RIM's ongoing communications with the SEC and
the OSC; 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.


<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:   December 14, 2006           By:   /S/ DENNIS  KAVELMAN
        --------------------             --------------------------------------
                                         Name:   Dennis Kavelman
                                         Title:  Chief Financial Officer

</TEXT>
</DOCUMENT>
</SUBMISSION>
