UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) OF ofTHE ~~the~~

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

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

March 16, 2012

Motorola Mobility Holdings, Inc.

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

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

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

(847) 523-5000

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

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 8 2.0102. ~~Other~~Results ~~Events.~~of Operations and Financial Condition

~~Upon~~The ~~agreement~~information ~~with~~in ~~Motorola~~this ~~Mobility~~Form 8-K ~~Holdings,~~that ~~Inc.~~is ~~(“Motorola~~furnished ~~Mobility”)~~under ~~and Google Inc~~“Item 2.02. ~~(“Google”),~~Results ~~China has extended the second phase~~ of ~~the~~Operations ~~investigation~~and ~~for~~Financial ~~the Anti-Monopoly Bureau of the Ministry of Commerce People’s Republic of China (“MOFCOM~~Condition”~~) to review the pending transaction between Motorola Mobility~~ and ~~Google~~Exhibit 99. ~~Motorola~~1 ~~Mobility~~attached ~~and~~hereto ~~Google~~shall ~~continue~~not tobe ~~work~~deemed ~~closely~~“filed” ~~with~~for ~~MOFCOM~~purposes toof ~~conclude~~Section 18 ~~its~~of ~~investigation and expect~~ the ~~transaction~~Securities toAct ~~close during the first half~~ of ~~2012. The~~1934, ~~transaction~~nor ~~has~~shall ~~been~~they ~~investigated~~be ~~and~~deemed ~~cleared~~incorporated ~~without~~by ~~conditions~~reference in ~~all~~any ~~other~~filing ~~jurisdictions~~under ~~with~~the ~~pre-closing~~Securities ~~clearance~~Act ~~requirements. Motorola~~of ~~Mobility~~1933, ~~and~~except ~~Google can provide no assurances~~ as shall tobe ~~whether~~expressly orset ~~when~~forth ~~the~~by ~~transaction~~specific ~~will~~reference ~~receive~~in ~~clearance~~such ~~by MOFCOM~~filing.

~~Motorola~~On Mobility 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 includeMay 1, ~~but are not limited to~~2012, ~~the~~Motorola ~~expected closing date of the proposed Google transaction and the expected timeframe for regulatory decisions~~Mobility Holdings, Inc. ~~Forward-looking~~issued ~~statements~~a ~~involve~~press ~~certain~~release ~~risks~~announcing ~~and~~financial ~~uncertainties that could cause actual~~ results tofor ~~differ materially from those indicated in such forward-looking statements including, but not limited to,~~ the ~~ability~~quarter ofended ~~the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction~~March 31, ~~including~~2012. ~~the~~A ~~ability~~copy 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 ~~which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in~~ this ~~document~~press ~~are~~release ~~made~~is ~~only~~attached ashereto 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~~Exhibit 99.1.

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

~~Pursuant~~(d) Exhibits. toThe ~~the~~following ~~requirements~~is filed ofas ~~the~~an ~~Exchange~~Exhibit to ~~Act, the registrant has duly caused~~ this ~~report to be signed on its behalf by the undersigned hereunto duly authorized~~Report.

	Motorola Mobility Holdings, Inc.
Exhibit No.	Document
Date: March 18, 2012
99.1	Press Release by Motorola Mobility Holdings, Inc. dated May 1, 2012 announcing financial results for the quarter ended March 31, 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: May 1, 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 May 1, 2012 announcing financial results for the quarter ended March 31, 2012.

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