UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OF ~~THE~~of the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT OF~~Act of 1934

Date of Report (Date of earliest event reported): ~~January 26, 2012~~

March 16, 2012

Motorola Mobility Holdings, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware

	Delaware
	(State or other Jurisdiction of Incorporation)
001-34805		27-2780868
(Commission File Number)		(IRS Employer Identification No.)

(State or Other Jurisdiction

600 North US Highway 45, Libertyville, IL		60048
(Address of Principal Executive Offices)		(Zip Code)

of Registrant’s ~~Incorporation~~telephone number, including area code: (847) 523-5000

001-34805		27-2780868
(Commission File Number)		(I.R.S. Employer Identification No.)
600 North US Highway 45, Libertyville, IL		60048
(Address of Principal Executive Offices)		(Zipcode)

(847) 523-5000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former ~~Name~~name or ~~Former~~former ~~Address,~~address if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2 8.~~02.~~01 ~~Results~~Other ~~of Operations and Financial Condition~~ Events.

~~The~~Upon ~~information~~agreement inwith ~~this~~Motorola ~~Form 8-K~~Mobility ~~that~~Holdings, isInc. ~~furnished~~(“Motorola ~~under~~Mobility”) ~~“Item 2~~and Google Inc.~~02.~~ ~~Results~~(“Google”), China has extended the second phase of ~~Operations~~the ~~and~~investigation ~~Financial~~for ~~Condition~~the Anti-Monopoly Bureau of the Ministry of Commerce People’s Republic of China (“MOFCOM” ) to review the pending transaction between Motorola Mobility and ~~Exhibit 99~~Google.1 Motorola ~~attached~~Mobility ~~hereto~~and ~~shall~~Google ~~not~~continue beto ~~deemed~~work ~~“filed”~~closely ~~for~~with ~~purposes~~MOFCOM ofto ~~Section 18~~conclude ofits investigation and expect the ~~Securities~~transaction ~~Act~~to close during the first half of ~~1934,~~2012. The ~~nor~~transaction ~~shall~~has ~~they~~been beinvestigated ~~deemed~~and ~~incorporated~~cleared bywithout ~~reference~~conditions in ~~any~~all ~~filing~~other ~~under~~jurisdictions ~~the~~with ~~Securities~~pre-closing ~~Act~~clearance ofrequirements. Motorola ~~1933,~~Mobility ~~except~~and Google can provide no assurances as ~~shall~~ beto ~~expressly~~whether ~~set~~or ~~forth~~when bythe ~~specific~~transaction ~~reference~~will inreceive ~~such~~clearance ~~filing.~~by MOFCOM.

OnMotorola ~~January 26,~~Mobility ~~2012~~cautions the reader that this document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include, ~~Motorola~~but ~~Mobility Holdings~~are not limited to, ~~Inc~~ the expected closing date of the proposed Google transaction and the expected timeframe for regulatory decisions. ~~issued~~Forward-looking astatements ~~press~~involve ~~release~~certain ~~announcing~~risks ~~financial~~and uncertainties that could cause actual results ~~for~~to differ materially from those indicated in such forward-looking statements including, but not limited to, the ~~quarter~~ability of the parties to consummate the proposed transaction and ~~year~~the ~~ended~~satisfaction ~~December 31~~of the conditions precedent to consummation of the proposed transaction, ~~2011.~~including Athe ~~copy~~ability to secure regulatory and other approvals at all or in a timely manner; and the other risks and uncertainties contained and identified in Motorola Mobility’s filings with the Securities and Exchange Commission (the “SEC”), any of ~~this~~which ~~press~~could ~~release~~cause isactual ~~attached~~results ~~hereto~~to differ materially from the forward-looking statements. The forward-looking statements included in this document are made only as ~~Exhibit 99~~of the date hereof.1. Motorola Mobility undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances or update the reasons that actual results could differ materially from those anticipated in forward-looking statements, except as required by law.

~~Item 9.01.~~SIGNATURE ~~Financial Statements and Exhibits~~

~~(d) Exhibits.~~Pursuant ~~The~~to ~~following~~the isrequirements ~~filed~~of asthe anExchange ~~Exhibit to~~Act, the registrant has duly caused this ~~Report~~report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Document
	Motorola Mobility Holdings, Inc.
99.1	Press Release by Motorola Mobility Holdings, Inc. dated January 26, 2012 announcing financial results for the quarter and year ended December 31, 2011.
Date: March 18, 2012
	By:	/s/ Carol H. Forsyte
		Name:	Carol H. Forsyte
		Title:	Corporate Vice President, Law and Secretary

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.

	MOTOROLA MOBILITY HOLDINGS, INC.
Date: January 26, 2012	By:	/s/ Mark R. Valentine
		Mark R. Valentine
		Vice President and Controller

EXHIBIT INDEX

Exhibit No.		Document
99.1		Press Release by Motorola Mobility Holdings, Inc. dated January 26, 2012 announcing financial results for the quarter and year ended December 31, 2011.

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