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 * HENNESSY JOHN L   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GOOGLE INC., 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2007 (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 Class A Common Stock 02/22/2007(1)   C   100 A $ 0 100 D   Class A Common Stock 02/22/2007   S   10 D $ 483.67 90 D   Class A Common Stock 02/22/2007   S   10 D $ 481.3 80 D   Class A Common Stock 02/22/2007   S   10 D $ 480.05 70 D   Class A Common Stock 02/22/2007   S   10 D $ 478.76 60 D   Class A Common Stock 02/22/2007   S   10 D $ 478.71 50 D   Class A Common Stock 02/22/2007   S   10 D $ 478.63 40 D   Class A Common Stock 02/22/2007   S   10 D $ 478.41 30 D   Class A Common Stock 02/22/2007   S   10 D $ 478.19 20 D   Class A Common Stock 02/22/2007   S   10 D $ 478.02 10 D   Class A Common Stock 02/22/2007   S   10 D $ 477.67 0 D   Class A Common Stock               7,058 I By Trust

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 B Common Stock

$ 20

02/22/2007

M

100

02/22/2007(2)

04/28/2014

Class B Common Stock

100

$ 0

34,950

D

Class B Common Stock

$ 0

02/22/2007

M

100

02/22/2007

(3)

Class A Common Stock

100

$ 0

100

D

Class B Common Stock

$ 0

02/22/2007

C

100

02/22/2007

(3)

Class A Common Stock

100

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HENNESSY JOHN L C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA 94043	X

Signatures

Alan Ku, as Attorney-in-Fact for John L. Hennessy		02/26/2007
**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)	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)	The option vests and becomes exercisable as to 1/5th of the shares on March 18, 2005 and 1/60th of shares each month thereafter.
(3)	There is no expiration date for the Issuer's Class B Common Stock.
Remarks: ***All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.***

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