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 * SCHMIDT ERIC E   2. Issuer Name and Ticker or Trading Symbol Google Inc. [GOOG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman of Board (Last) (First) (Middle) C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 07/25/2014 (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 C Capital Stock 07/25/2014   S   70 D $ 554.6184 (1) 5,218 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   154 D $ 555.5822 (2) 5,064 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   263 D $ 556.4259 (3) 4,801 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   257 D $ 557.6111 (4) 4,544 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   314 D $ 558.2979 (5) 4,230 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   405 D $ 559.6656 (6) 3,825 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   394 D $ 560.2909 (7) 3,431 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   137 D $ 561.6036 (8) 3,294 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   87 D $ 562.4128 (9) 3,207 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   335 D $ 563.6562 (10) 2,872 I By Schmidt Ocean Institute Class C Capital Stock 07/25/2014   S   228 D $ 564.3016 (11) 2,644 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   23 D $ 595.8825 (12) 5,265 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   679 D $ 596.7299 (13) 4,586 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   1,086 D $ 597.4049 (14) 3,500 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   80 D $ 598.41 (15) 3,420 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   702 D $ 599.4076 (16) 2,718 I By Schmidt Ocean Institute Class A Common Stock 07/25/2014   S   74 D $ 600.5998 (17) 2,644 I By Schmidt Ocean Institute Class C Google Stock Unit (18) (19)               17,048 D   Class C Google Stock Unit (18) (20)               87,862 D   Class C Google Stock Unit (18) (21)               1,550 D   Class C Google Stock Unit (18) (22)               697 D   Class A Google Stock Unit (23)               17,048 D   Class A Google Stock Unit (24)               87,862 D   Class A Google Stock Unit (25)               1,550 D   Class A Google Stock Unit (26)               697 D

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

Option To Purchase Class A Common Stock

$ 306.612

(27)

02/02/2021

Class A Common Stock

181,840

181,840

D

Option to Purchase Class C Capital Stock (28)

$ 305.388

(27)

02/02/2021

Class C Capital Stock

181,840

181,840

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SCHMIDT ERIC E C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X		Executive Chairman of Board

Signatures

/s/ Valentina Margulis, as attorney-in-fact for Eric E. Schmidt		07/29/2014
**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $554.29 to $555.00, inclusive. The Reporting Person undertakes to provide to any security holder of Google Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) through (17) to this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $555.01 to $556.00, inclusive.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $556.01 to $557.00, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $557.01 to $558.00, inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $558.01 to $559.00, inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $559.01 to $560.00, inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $560.01 to $561.00, inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $561.01 to $562.00, inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $562.01 to $563.00, inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $563.01 to $564.00, inclusive.
(11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $564.01 to $565.00, inclusive.
(12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $595.01 to $596.00, inclusive.
(13)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $596.01 to $597.00, inclusive.
(14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $597.01 to $598.00, inclusive.
(15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $598.01 to $599.00, inclusive.
(16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $599.01 to $600.00, inclusive.
(17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $600.01 to $601.00, inclusive.
(18)	On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). These GSUs were previously reported as GSUs entitling 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. As a result of the Stock Dividend, these GSUs were adjusted and each share underlying the GSU now corresponds to one share of Class A Common Stock and one share of Class C Capital Stock.
(19)	The Class C Google Stock Units ("Class C GSUs") entitle the Reporting Person to receive one share of Google Inc.'s Class C Capital Stock for each share underlying the Class C GSU as the Class C GSU vests. This grant vest as follows: 1/4th of the grant vests 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
(20)	This grant vests as follow: 1/16th of the grant will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
(21)	This grant vests as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining grant will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
(22)	This grant vests as follows: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining shares will vest on October 2, 2013 and each month thereafter until the entire grant is fully vested, subject to continued employment with Google on the applicable vesting dates.
(23)	The GSUs vest as follows: 1/4th of the GSUs shall vest 12 months after vesting commencement date and 1/16th each quarter thereafter until the units are fully vested, subject to continued employment with Google on the applicable vesting dates.
(24)	The GSUs vest as follow: 1/16th of the GSUs will vest on May 25, 2015, and an additional 1/16th will vest quarterly on the 25th day of the month until GSUs are fully vested, subject to continued employment on such vesting dates.
(25)	The GSUs vest as follows: 5/8 of the 8,266 shares vest on September 25, 2013 and 1/16th of the remaining GSUs will vest on November 2, 2013 and each quarter thereafter, subject to continued employment on the applicable vesting dates.
(26)	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: 31/48 of the 4,773 shares vest on September 25, 2013 and 1/48th of the remaining GSUs will vest on October 2, 2013 and each month thereafter until the GSUs are fully vested, subject to continued employment with Google on the applicable vesting dates.
(27)	The option provided for vesting as follows: 25% of the option shall vest 12 months after vesting commencement date and 1/48th of shares shall vest each month thereafter until the option is fully vested, subject to continued employment with Google on the applicable vesting dates.
(28)	On January 29, 2014, Google Inc. declared a stock dividend, as a result of which all holders of record of Class A Common Stock on March 27, 2014 received on April 2, 2014 one share of Class C Capital Stock for each share of Class A Common Stock outstanding (the "Stock Dividend"). This option was previously reported as an option for 181,840 shares of Class A Common Stock at an exercise price of $612.00 per share, but was adjusted to reflect the Stock Dividend. As a result of adjustment, the option now entitles the Reporting Person to exercise a portion of the option for 181,840 shares of Class C Capital Stock, and the exercise price has been adjusted so that the portion of the option covering Class A Common Stock now has an exercise price of $306.612 and the portion of the option covering Class C Capital Stock has an exercise price of $305.388 per share.
Remarks: This Form 4 is one of six Form 4s filed on July 29, 2014 for transactions effected by the Reporting Person on July 25, 2014. All of the transactions reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the Reporting Person.

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