Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rosenberg Jonathan J
   2. Issuer Name and Ticker or Trading Symbol
Google Inc. [GOOG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Prod. Mgmt.
(Last)
(First)
(Middle)
C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
08/05/2008
(Street)

MOUNTAIN VIEW, CA 94043		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/05/2008   C   191 A $ 0 3,581 D  
Class A Common Stock 08/05/2008   G V 191 D $ 0 3,390 D  
Class A Common Stock 08/05/2008   G V 191 A $ 0 26,750 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 467.8542 26,731 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 467.89 26,712 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 468.33 26,693 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 469.1196 26,674 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 469.2 26,655 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 470 26,636 I By Trust
Class A Common Stock 08/05/2008   S   5 D $ 471.17 26,631 I By Trust
Class A Common Stock 08/05/2008   S   19 D $ 471.1726 26,612 I By Trust
Class A Common Stock 08/05/2008   S   10 D $ 472 26,602 I By Trust
Class A Common Stock 08/05/2008   S   5 D $ 472.5 26,597 I By Trust
Class A Common Stock 08/05/2008   S   20 D $ 473 26,577 I By Trust
Class A Common Stock 08/05/2008   S   18 D $ 473.75 26,559 I By Trust
Class A Common Stock               270 I By Trust 3
Class A Common Stock               270 I By Trust 2
Google Stock Unit (4)               13,750 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 08/05/2008   M   191     (2)   (1) Class A Common Stock 191 $ 0 191 D  
Option To Purchase Class B Common Stock $ 5 08/05/2008   M     191   (3) 07/18/2013 Class B Common Stock 191 $ 0 36,803 D  
Class B Common Stock $ 0 08/05/2008   C     191   (2)   (1) Class A Common Stock 191 $ 0 0 D  
Option To Purchase Class A Common Stock $ 448.23               (5) 03/01/2017 Class A Common Stock 40,000   40,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rosenberg Jonathan J
C/O GOOGLE INC.
1600 AMPHITHEATRE PARKWAY
MOUNTAIN VIEW, CA 94043		       VP Prod. Mgmt.  

Signatures

 /s/ Rumit Kanakia, attorney-in-fact for Jonathan J. Rosenberg   08/07/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) There is no expiration date for the Issuer's Class B Common Stock.
(2) All shares are exercisable as of the transaction date.
(3) Shares subject to this option will begin vesting on February 26, 2006 and will vest as follows: (i) 15 percent on the one year anniversary of the vesting commencement date, (ii) 17.5 percent in the second year of vesting, (iii) 20 percent in the third year of vesting, (iv) 22.5 percent in the fourth year of vesting, and (v) 25 percent in the fifth year of vesting; provided that shares vesting in each of the years following the one year anniversary of the vesting commencement date will vest in the respective amounts described above ratably at the end of each month.
(4) The Google Stock Units ("GSUs") entitle the reporting person to receive one share of Google Inc.'s Class A Common Stock for each share underlying the GSU as the GSU vests. The GSUs vest as follows: 1/4th of the GSUs shall vest on the one-year grant date anniversary and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
(5) 1/4th of the Options shall vest on the one-year grant date anniversary and 1/48th each month thereafter until the options are fully vested, subject to continued employment with Google on the applicable vesting dates.
 
Remarks:
Shares sold in transaction were converted from the exercise of previously held options granted in July 2003, in conjunction with Executive's 10b5-1 Trading Plan.

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