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)
06/01/2007
(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
Google Stock Unit (1)               20,000 D  
Class A Common Stock               28,000 D  
Class A Common Stock               250 I By Trust 1
Class A Common Stock               270 I By Trust 2
Class A Common Stock               270 I By Trust 3
Class A Common Stock 06/01/2007   M   315 A $ 0 565 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 499.06 534 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 499.58 503 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 500.02 472 I By Trust 1
Class A Common Stock 06/01/2007   S   30 D $ 500.09 442 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 500.37 411 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 500.94 380 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 501 349 I By Trust 1
Class A Common Stock 06/01/2007   S   37 D $ 501.55 312 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 501.81 281 I By Trust 1
Class A Common Stock 06/01/2007   S   31 D $ 502.79 250 I By Trust 1

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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
Options to Purchase Class A Common Stock (2) $ 448.23             06/01/2007 03/01/2017 Class A Common Stock 40,000   40,000 D  
Options to Purchase Class B Common Stock $ 5 06/01/2007   M     315 06/01/2007 07/18/2013 Class A Common Stock 315 $ 0 56,612 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

 Rumit Kanakia as Attorney-in-Fact for Jonathan J. Rosenberg   06/04/2007
**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) 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.
(2) 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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