UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. DC 20549

FORM 8-K

CURRENT REPORT

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

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

Date of Report (Date of earliest event reported): ~~May 1, 2012~~

May 19, 2012

Motorola Mobility Holdings, Inc.

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

~~Delaware~~	~~001-34805~~Delaware	~~27-2780868~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	(State or other Jurisdiction of Incorporation)
	600 North US Highway 45, Libertyville, IL	60048
001-34805		27-2780868
	(Address of Principal Executive Offices)	(Zipcode)
(Commission File Number)		(IRS. Employer Identification No.)

(847) 523-5000

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

( Registrant’s telephone ~~Telephone Number~~number, ~~Including~~ ~~Area~~including ~~Code~~area code: (847) 523-5000

Not applicable

(Former ~~Name~~name or ~~Former~~former ~~Address,~~address if ~~Changed~~changed ~~Since~~since ~~Last Report~~last 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 8.0201. ~~Results~~Other ~~of Operations and Financial Condition~~ Events.

~~The~~On ~~information~~May in19, ~~this~~2012, ~~Form 8-K~~Motorola ~~that~~Mobility isHoldings, ~~furnished~~Inc. ~~under~~ (“~~Item 2.02.~~Motorola ~~Results~~Mobility”) ofreceived ~~Operations~~notice ~~and~~that ~~Financial~~the ~~Condition” and~~Anti-Monopoly ~~Exhibit 99.1~~Bureau ~~attached~~of ~~hereto~~the ~~shall~~Ministry ~~not~~of beCommerce ~~deemed~~of China (“~~filed~~MOFCOM”) ~~for~~issued ~~purposes~~its ofdecision ~~Section 18~~clearing ofGoogle ~~the~~Inc.’s ~~Securities~~(“Google”) ~~Act~~acquisition of ~~1934,~~Motorola ~~nor~~Mobility ~~shall~~(the ~~they~~“Acquisition”). As bethe ~~deemed~~transaction ~~incorporated~~has bynow ~~reference~~received inall ~~any~~required ~~filing~~regulatory ~~under~~approvals, the ~~Securities~~companies ~~Act~~are ofmoving ~~1933,~~to ~~except~~close ~~as shall~~the betransaction ~~expressly~~within ~~set~~two ~~forth~~business ~~by specific reference in such filing~~days.

OnBusiness ~~May 1,~~Risks ~~2012, Motorola Mobility Holdings, Inc. issued a press release announcing financial results for the quarter ended March 31, 2012. A copy of this press release is attached hereto as Exhibit 99.1.~~

~~Item~~Motorola Mobility cautions the reader that this communication includes forward-looking statements within the meaning of Section 927A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.01 Forward-looking statements include, but are not limited to, the expected closing date of the proposed Google transaction. ~~Financial~~Forward-looking ~~Statements~~statements involve certain risks and ~~Exhibits~~uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements including, but not limited to, the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction; and the other risks and uncertainties contained and identified in Motorola Mobility’s filings with the Securities and Exchange Commission (the “SEC”), any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. 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.

~~(d) Exhibits. The following is filed as an Exhibit to this Report.~~ 2

Exhibit No.		Document
99.1		Press Release by Motorola Mobility Holdings, Inc. dated May 1, 2012 announcing financial results for the quarter ended March 31, 2012.

SIGNATURE

2Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	Motorola Mobility Holdings, Inc.
Date: May 21, 2012
	By:	/s/ Carol H. Forsyte
		Name:	Carol H. Forsyte
		Title:	Corporate Vice President, Law

~~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.~~ 3

EXHIBIT INDEX

Exhibit No.		Document
99.1		Press Release by Motorola Mobility Holdings, Inc. dated May 1, 2012 announcing financial results for the quarter ended March 31, 2012.

MOTOROLA MOBILITY HOLDINGS, INC.

Date: May 1, 2012

/s/ Mark R. Valentine

Mark R. Valentine

Vice President and Controller

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