Motorola Solutions, Inc. — Director's Dealing 2005

May 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOTOROLA INC (MOT)
CIK: 0000068505
Period of Report: 2005-05-23

Reporting Person: DEVONSHIRE DAVID W (Exec. VP, Chief Finan Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-23	Motorola, Inc. - Common Stock	M	137465	$7.2745	Acquired	195181.8074	Direct
2005-05-23	Motorola, Inc. - Common Stock	S	87400	$17.40	Disposed	107781.8074	Direct
2005-05-23	Motorola, Inc. - Common Stock	S	50065	$17.39	Disposed	57716.8074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-23	Employee Stock Option (Right to Buy)	$7.2745	M	137465	Disposed	2013-05-06	Common Stock (137465)	Direct

Footnotes

F1: The number of shares subject to the option and the eercise price per share have been adjusted to reflect the distribution by Motorola, Inc. on December 2, 2004 of shares of Freescale Semiconductor, Inc. This option was previously reported as covering 492,005 shares at the time of grant at an option exercise price per share of $8.13.

F2: Includes Restricted Stock Units received pursuant to dividend equivalent rights which were credited to the reporting person when and as dividends were paid on Motorola common stock.

F3: This option vests as follows: 137,466 shares on 5/6/04; 137,466 shares on 5/6/05; 137,466 shares on 5/6/06 and 137,466 shares on 5/6/07.