Exhibit 4

                               FORM OF DEBENTURE

                                 MOTOROLA, INC.
                       5.22% Debenture due October 1, 2097


     Unless and until this certificate is exchanged in whole or in part for
Debentures in definitive registered form, this Debenture may not be
transferred except as a whole by The Depository Trust Company, a New York
corporation ("DTC" or the "Depositary"), to its nominee or by its nominee
to DTC or another nominee of DTC or by DTC or any such nominee to a
successor depository or a nominee of such successor depository.  Any
certificate issued in exchange herefor shall be registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment in respect hereof shall be made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC).

     MOTOROLA, INC., a Delaware corporation (the "Issuer", which term
includes any successor corporation under the Senior Indenture hereafter
referred to), for value received, hereby promises to pay to Cede & Co. or
registered assigns, at the office or agency of the Issuer in the Borough of
Manhattan, The City of New York, or at such other locations as the Issuer
may from time to time designate, the principal sum of THREE HUNDRED MILLION
DOLLARS on October 1, 2097 (subject to adjustment as set forth on the
reverse of this Debenture), in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment
of public and private debts, and to pay interest, semi-annually on April 1
and October 1 of each year, commencing April 1, 1998, on the original 
principal amount hereof at said office or agency, in like coin or currency,
at the rate per annum specified in the title of this Debenture, from the
April 1 or the October 1, as the case may be, next preceding the date of
this Debenture to which interest has been paid or duly provided for, unless
the date hereof is a date to which interest has been paid or duly provided
for, in which case from the date of this Debenture, or unless no interest
has been paid on the Debentures (as defined below) or duly provided for, in
which case from October 10, 1997, until payment of the principal amount
hereof has been made or duly provided for; provided, that payment of
interest may be made at the option of the Issuer by check mailed by first
class mail to the address of the person entitled thereto as such address
shall appear on the Security register. Notwithstanding the foregoing, if
the date hereof is after March 15 or September 15 as the case may be, and
before the following April 1 or October 1, this Debenture shall bear
interest from such April 1 or October 1; provided, that if the Issuer shall
default in the payment of interest due on such April 1 or October 1, then
this Debenture shall bear interest from the next preceding April 1 or
October 1, to which interest has been paid or duly provided for or, if no
interest has been paid on the Debentures or duly provided for, from October
10, 1997.  The interest so payable on any April 1 or October 1, will,
subject to certain exceptions provided in the Senior Indenture referred to
on the reverse hereof, be paid to the person in whose name this Debenture
(or one or more predecessor Debentures) is registered at the close of
business on the March 15 or September 15 (whether or not a Business Day),
as the case may be, next preceding such April 1 or October 1.  Interest
will be computed on the basis of a 360-day year of twelve 30-day months.

     Reference is made to the further provisions of this Debenture set
forth on the reverse hereof.  Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

     This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by
the Trustee under the Senior Indenture referred to on the reverse hereof by
manual signature.

     IN WITNESS WHEREOF, Motorola, Inc. has caused this instrument to be
signed by facsimile by one of its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon. 

                                        MOTOROLA, INC.

                                        By:_____________________________
                                        Its:____________________________


TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Securities referred to in
the within-mentioned Senior Indenture.

HARRIS TRUST AND SAVINGS BANK,
as Trustee

By:___________________
Its:___________________

[REVERSE OF DEBENTURE]

MOTOROLA, INC.
5.22% Debenture due October 1, 2097

     This Debenture is one of a duly authorized issue of debentures, notes,
bonds or other evidences of indebtedness of the Issuer (hereinafter called
the "Securities") of the series hereinafter specified, all issued or to be
issued under and pursuant to a Senior Indenture dated as of May 1, 1995
(herein called the "Senior Indenture"), duly executed and delivered by the
Issuer to Harris Trust and Savings Bank, as Trustee (herein called the
"Trustee"), to which Senior Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Securities.  The Securities may
be issued in one or more series, which different series may be issued in
various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to different
redemption provisions (if any) and may otherwise vary as provided in the
Senior Indenture.  This Debenture is one of a series designated as the
5.22% Debentures due October 1, 2097 (the "Debentures") of the Issuer,
limited in aggregate principal amount at maturity to $300,000,000.

     Except as otherwise provided in the Senior Indenture, this Debenture
will be issued in global form only registered in the name of the depositary
or its nominee.  This Debenture will not be issued in definitive form,
except as otherwise provided in the Senior Indenture, and ownership of this
Debenture shall be maintained in book-entry form by the Depositary for the
accounts of participating organizations of the Depositary.

     In case an Event of Default with respect to the Debentures shall have
occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Senior Indenture. 

      The Senior Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of all series issued under
such Senior Indenture then Outstanding and affected, voting as one class,
to add any provisions to, or change in any manner or eliminate any of the
provisions of, such Senior Indenture or modify in any manner the rights of
the Holders of the Securities of each series so affected; provided that the
Issuer and the Trustee may not, without the consent of the Holder of each
Security affected thereby, (i) extend the stated maturity of the principal
of any Security, or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount
payable on redemption thereof or change the currency in which the principal
thereof (including any amount in respect of original issue discount),
premium, if any, or interest thereon is payable or reduce the amount of any
original issue discount security payable upon acceleration or provable in
bankruptcy or impair the right to institute suit for the enforcement of any
payment on any Security when due or (ii) reduce the aforesaid percentage in
principal amount of Securities of any series issued under such Senior
Indenture, the consent of the Holders of which is required for any such
modification.  It is also provided in the Senior Indenture that, with
respect to certain defaults or Events of Default regarding the Securities
of any series, prior to any declaration accelerating the maturity of such
Securities, the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may
on behalf of the Holders of all the Securities of such series (or all or
certain series of the Securities, as the case may be) waive any such past
default or Event of Default and its consequences.  The preceding sentence
shall not, however, apply to a default in the payment of the principal or
interest on any of the Securities.  Any such consent or waiver by the
Holder of this Debenture (unless revoked as provided in the Senior
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Debenture and any Debentures which may be
issued in exchange or substitution hereof or on registration of transfer
hereof, irrespective of whether or not any notation thereof is made upon
this Debenture or such other Debentures.

     No reference herein to the Senior Indenture and no provision of this
Debenture or of the Senior Indenture shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of
and interest on this Debenture in the manner, at the respective times, at
the rate and in the coin or currency herein prescribed.

     The Debentures are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof at the office or
agency of the Issuer in the Borough of Manhattan, The City of New York, or
at such other locations as the Issuer may from time to time designate, and
in the manner and subject to the limitations provided in the Senior
Indenture, but without the payment of any service charge, Debentures may be
exchanged for a like aggregate principal amount of Debentures of other
authorized denominations.

     Upon the occurrence of a Tax Event (as defined below), the Issuer
shall have the right to shorten the maturity of the Debentures to the
minimum extent required, in the opinion of nationally recognized
independent tax counsel, such that, after the shortening of the maturity,
interest paid, or original issue discount accrued, on the Debentures will
be deductible for United States federal income tax purposes or, if such
counsel is unable to opine definitively as to such minimum period, the
minimum extent so required as determined in good faith by the Board of
Directors of the Issuer, after receipt of an opinion of such counsel
regarding the applicable legal standards.  In the event that the Issuer
elects to exercise its right to shorten the maturity of the Debentures on
the occurrence of a Tax Event, the Issuer shall mail a notice of shortened
maturity to each holder of the Debentures by first-class mail not more than
60 days after the occurrence of such Tax Event, stating the new maturity
date of the Debentures (the "New Maturity Date").  Such notice shall be
effective immediately upon mailing.  In addition, in the event that the
maturity of the Debentures is shortened to the minimum extent required, the
principal amount of the Debentures payable on the New Maturity Date shall
change to the New Redemption Amount. The New Redemption Amount will be an
amount equal to the Accreted Value (as defined below), which will be
determined as if the New Maturity Date were the Specified Date (as defined
below).

     "Tax Event" means that the Issuer shall have received an opinion of
nationally recognized independent tax counsel to the effect that, as a
result of (a) any amendment to, clarification of or change (including any
announced prospective amendment, clarification or change) in any law, or
any regulation thereunder, of the United States, (b) any judicial decision,
official administrative pronouncement, ruling (including the public release
of any technical advice memorandum or other private letter ruling),
regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling, regulatory
procedure or regulation (any of the foregoing, an "Administrative or
Judicial Action"), or (c) any amendment to, clarification of or change in
any official position with respect to, or any interpretation of (including
any position taken in any Internal Revenue Service audit or similar
proceeding, in each event, involving the Issuer), an Administrative or
Judicial Action or a law or regulation of the United States that differs
from the theretofore generally accepted position or interpretation, in each
case, occurring or publicly released on or after October 7, 1997, there is
more than an insubstantial increase in the risk that interest paid by the
Issuer, or original issue discount accrued, on the Debentures is not, or
will not be, deductible, in whole or in part, by the Issuer for United
States federal income tax purposes.

     The Debentures shall be redeemable as a whole at any time or in part
from time to time, at the option of the Issuer, on not less than 30 or more
than 60 days' notice mailed to holders thereof, at a redemption price equal
to the greater of (i) 100% of the Accreted Value and (ii) the sum of the
present values of the Remaining Scheduled Payments, discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 15 basis points,
together in either case with accrued interest on the principal amount at
maturity being redeemed to the date of redemption. 

     In addition, if a Tax Event occurs and in the opinion of nationally
recognized independent tax counsel, there would, notwithstanding any
shortening of the maturity of the Debentures, be more than an insubstantial
risk that interest paid by the Issuer, or original issue discount accrued,
on the Debentures is not, or will not be, deductible, in whole or in part,
by the Issuer for United States federal income tax purposes, the Issuer
will have the right, within 90 days following the occurrence of such Tax
Event, to redeem the Debentures in whole (but not in part), on not less
than 30 or more than 60 days' notice mailed to holders of the Debentures,
at a redemption price equal to the greater of (i) 100% of the Accreted
Value and (ii) the sum of the present values of the Remaining Scheduled
Payments discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 20 basis points, together in either case with accrued interest on the
principal amount at maturity being redeemed to the date of redemption. 

     "Accreted Value" as of any date (the "Specified Date") means the sum
of the present values of the Remaining Scheduled Payments, discounted to
the Specified Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at 6.912% per annum.

     "Comparable Treasury Issue" means the United States Treasury Security
selected by an Independent Investment Banker that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the Debentures.  "Independent Investment Banker"
means one of the Reference Treasury Dealers appointed by the Issuer. 

     "Comparable Treasury Price" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such redemption date, as set
forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (A) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all
such Quotations.  "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer as of 3:30 p.m., New York City time on the third business
day preceding such redemption date.

     "Reference Treasury Dealer" means each of Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Goldman Sachs & Co. and Morgan Stanley & Co.
Incorporated and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Issuer shall
substitute therefor another nationally recognized investment banking firm
that is a Primary Treasury Dealer.

     "Remaining Scheduled Payments" means, with respect to each Debenture
to be redeemed, the remaining scheduled payments of the principal thereof
and interest thereon that would be due after the related redemption date
but for such redemption; provided, however, that, if such redemption date
is not an interest payment date with respect to such Debenture, the amount
of the next succeeding scheduled interest payment thereon will be reduced
by the amount of interest accrued thereon to such redemption date.

     "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as
of the second business day immediately preceding such redemption date) of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.

     On and after the redemption date, interest will cease to accrue on the
Debentures or any portion thereof called for redemption.  On or before any
redemption date, the Issuer shall deposit with a paying agent (or the
Trustee) money sufficient to pay the redemption price of and accrued
interest on the Debentures to be redeemed on such date.  If less than all
the Debentures are to be redeemed, the Debentures to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate. 

     The Debentures are not entitled to any sinking fund.

     Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, or at such other locations as the Issuer may from time to time
designate, a new Debenture or Debentures of authorized denominations for an
equal aggregate principal amount will be issued to the transferee in
exchange therefor, subject to the limitations provided in the Senior
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute
owner of this Debenture (whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, the Trustee or any authorized agent
of the Issuer or the Trustee shall be affected by any notice to the
contrary. 

     No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Senior Indenture or any indenture supplemental thereto or in
any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholders, officer or
director, as such, of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation, under any rule
of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and
as part of the consideration or the issue hereof.

     This Debenture shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

     Terms used herein which are defined in the Senior Indenture shall have
the respective meanings assigned thereto in the Senior Indenture. 

*    *    *    *

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:

(Please insert social security or other identifying number of assignee)
__________________________________________________________________________

(Please print or type name and address including zip code of assignee)
__________________________________________________________________________ 

the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such debenture
on the books of the Issuer, with full power of substitution in the
premises. 


Dated:______________ Signed:_________________________________________ 

NOTICE:  The signature to this assignment must correspond with the name as
written upon the face of the within Debenture in every particular without
attention or enlargement or any change whatsoever. 

Signature Guarantee: