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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1. Name and Address of Reporting Person * REYES GEORGE   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) Chief Financial Officer (Last) (First) (Middle) C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2008 (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 (1) 07/01/2008   C   158 A $ 0 2,700 D   Class A Common Stock 07/01/2008   G V 158 A $ 0 158 I By Trust I Class A Common Stock (1) 07/01/2008   G V 158 D $ 0 2,542 D   Class A Common Stock 07/01/2008   S   15 D $ 520 143 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 520.7794 128 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 523.02 113 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 524.3904 98 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 524.4444 83 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 525.84 68 I By Trust I Class A Common Stock 07/01/2008   S   23 D $ 526.8556 45 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 527.1436 30 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 530.29 15 I By Trust I Class A Common Stock 07/01/2008   S   15 D $ 532.04 0 I By Trust I Class A Common Stock               1,182 I By Trust III Class A Common Stock               4,319 I By Trust II

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

07/01/2008

M

158

(2)

(3)

Class A Common Stock

158

$ 0

158

D

Option To Purchase Class B Common Stock

$ 5

07/01/2008

M

158

(4)

07/18/2013

Class B Common Stock

158

$ 0

37,649

D

Class B Common Stock

$ 0

07/01/2008

C

158

(2)

(3)

Class A Common Stock

158

$ 0

0

D

Option To Purchase Class A Common Stock

$ 448.23

(5)

03/01/2017

Class A Common Stock

30,000

30,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
REYES GEORGE C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043			Chief Financial Officer

Signatures

/s/ Robyn Marcello, attorney-in-fact for George Reyes		07/03/2008
**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)	Each share of Class A Common Stock was issued upon the conversion of one share of Class B Common Stock at the election of Reporting Person.
(2)	There is no exercisable date for the Issuer's Class B Common Stock.
(3)	There is no expiration date for the Issuer's Class B Common Stock.
(4)	Shares subject to this option will begin vesting on August 6, 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.
(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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