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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,         January                                2007
                          ---------------------------------    -----------------
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-_______________


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<PAGE>

                    DOCUMENTS INCLUDED AS PART OF THIS REPORT


     Document

         1           Material Change Report, dated December 28, 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

         December 21, 2006.

3.       News Release

         A news release was issued in Waterloo, Ontario on December 21, 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 21, 2006 a 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 announced on December 21, 2006 its
         preliminary operating results for the third quarter of fiscal 2007 in a
         separate press release.

         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, the preliminary operating results for the third quarter of fiscal
         2007 announced on December 21, 2006, or to current or future financial
         years' operating results as a result of the restatement.

         As previously disclosed, the review of the Company's historical stock
         option practices has not yet been concluded and the Company therefore
         notified the OSC that it would not 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.
         As a result, pursuant to the management cease trade order issued by the
         OSC on November 7, 2006, RIM provided an update to the OSC on December
         18, 2006 with respect to the status of the Company's continuous
         disclosure obligations. Following submissions from the Company and
         staff of the OSC, the OSC (by order dated December 18, 2006) continued

<PAGE>
                                     - 2 -


         the management cease trade order in accordance with its terms, provided
         that the Company report to the OSC on the status of its continuous
         disclosure obligations if the OSC has not received all necessary
         Company filings by March 5, 2007.

         The Company expects to file its financial statements for the second and
         third quarters of fiscal 2007 and its restated historical financial
         statements prior to its fiscal year end of March 3, 2007. In order to
         provide as much information to shareholders as possible prior to the
         Company's financial statement and MD&A filings and while its
         management-initiated, voluntary review is ongoing, the Company also
         intends (on or prior to January 16, 2007) to disclose additional
         financial information beyond the information reported in the
         announcements of the preliminary operating results for the second and
         third quarters of fiscal 2007, including a narrative explanation of the
         Company's performance during those quarters.

         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.

5.       Full Description of Material Change

         The Company provided on December 21, 2006 a 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 announced on December 21, 2006 its
         preliminary operating results for the third quarter of fiscal 2007 in a
         separate press release.

         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, the preliminary operating results for the third quarter of fiscal
         2007 announced on December 21, 2006, or to current or future financial
         years' operating results as a result of the restatement.

         As previously disclosed, the review of the Company's historical stock
         option practices has not yet been concluded and the Company therefore
         notified the OSC that it would not 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.
         As a result, pursuant to the management cease trade order issued by the
         OSC on November 7, 2006, RIM provided an update to the OSC on December
         18, 2006 with respect to the status of the Company's continuous
         disclosure obligations. Following submissions from the Company and
         staff of the OSC, the OSC (by order dated December 18, 2006) continued
         the management cease trade order in accordance with its terms, provided
         that the

<PAGE>
                                     - 3 -


         Company report to the OSC on the status of its continuous disclosure
         obligations if the OSC has not received all necessary Company filings
         by March 5, 2007.

         The Company expects to file its financial statements for the second and
         third quarters of fiscal 2007 and its restated historical financial
         statements prior to its fiscal year end of March 3, 2007. In order to
         provide as much information to shareholders as possible prior to the
         Company's financial statement and MD&A filings and while its
         management-initiated, voluntary review is ongoing, the Company also
         intends (on or prior to January 16, 2007) to disclose additional
         financial information beyond the information reported in the
         announcements of the preliminary operating results for the second and
         third quarters of fiscal 2007, including a narrative explanation of the
         Company's performance during those quarters.

         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.

         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 28th day of December, 2006.

<PAGE>

                                  SCHEDULE "A"

December 21, 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. RIM today announced its preliminary operating
results for the third quarter of fiscal 2007 in a separate press release.

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, the preliminary operating results for
the third quarter of fiscal 2007 announced today, or to current or future
financial years' operating results as a result of the restatement.

As previously disclosed, the review of the Company's historical stock option
practices has not yet been concluded and the Company therefore notified the OSC
that it would not 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. As a result, pursuant to the management cease trade
order issued by the OSC on November 7, 2006, RIM provided an update to the OSC
on December 18, 2006 with respect to the status of the Company's continuous
disclosure obligations. Following submissions from the Company and staff of the
OSC, the OSC (by order dated December 18, 2006) continued the management cease
trade order in accordance with its terms, provided that the Company report to
the OSC on the status of its continuous disclosure obligations if the OSC has
not received all necessary Company filings by March 5, 2007.

The Company expects to file its financial statements for the second and third
quarters of fiscal 2007 and its restated historical financial statements prior
to its fiscal year end of March 3, 2007. In order to provide as much information
to shareholders as possible prior to the Company's financial statement and MD&A
filings and while its management-initiated, voluntary review is ongoing, the
Company also intends (on or prior to January 16, 2007) to disclose additional
financial information beyond the information reported in the announcements of
the preliminary operating results for the second and third quarters of fiscal
2007, including a narrative explanation of the Company's performance during
those quarters.

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.

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.


                                     -more-
<PAGE>

                                      -2-


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 its intention to provide regular
updates to its shareholders. The terms and phrases, "preliminary determination",
"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:    January 3, 2007                By: /S/ DENNIS  KAVELMAN
         -------------------------          ------------------------------------
                                            Name:  Dennis Kavelman
                                            Title: Chief Financial Officer
