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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000947871-04-002199.txt : 20040924
<SEC-HEADER>0000947871-04-002199.hdr.sgml : 20040924
<ACCEPTANCE-DATETIME>20040924140338
ACCESSION NUMBER:		0000947871-04-002199
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20040924
FILED AS OF DATE:		20040924
DATE AS OF CHANGE:		20040924

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STMICROELECTRONICS NV
		CENTRAL INDEX KEY:			0000932787
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			P7
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13546
		FILM NUMBER:		041044565

	BUSINESS ADDRESS:	
		STREET 1:		39 CHEMIN DU CHAMP DES FILLES
		STREET 2:		1228 PLAN-LES-OUATES
		CITY:			GENEVA
		STATE:			V8
		ZIP:			00000
		BUSINESS PHONE:		011 41 22 929 2929

	MAIL ADDRESS:	
		STREET 1:		39 CHEMIN DU CHAMP DES FILLES
		STREET 2:		1228 PLAN-LES-OUATES
		CITY:			GENEVA
		STATE:			V8
		ZIP:			00000

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SGS THOMSON MICROELECTRONICS NV
		DATE OF NAME CHANGE:	19950310
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>f6k_092404.txt
<DESCRIPTION>REPORT OF FOREIGN ISSUER
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 or 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                   Report on Form 6-K dated September 24, 2004


                                 -------------

                             STMicroelectronics N.V.
                              (Name of Registrant)

                         39, Chemin du Champ-des-Filles
                    1228 Plan-les-Ouates, Geneva, Switzerland

                    (Address of Principal Executive Offices)

                                 -------------


     Indicate by check mark whether the registrant files or will file annual
                 reports under cover of Form 20-F or Form 40-F.

                             Form 20-F X Form 40-F _

  Indicate by check mark if the registrant is submitting the Form 6-K in paper
                 as permitted by Regulation S-T Rule 101(b)(7):

                                   Yes __ No X

  Indicate by check mark whether the registrant by furnishing the information
    contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                   Yes __ No X

       If "Yes" is marked, indicate below the file number assigned to the
                         registrant in connection with

                         Rule 12g3-2(b): 82- __________

Enclosure:  A press release dated September 24, 2004 announcing that
STMicroelectronics N.V. has redeemed over 99% of its Liquid Yield Option Notes
("LYONs") due 2009.

<PAGE>


                                 [ST MICRO LOGO]

                                 PRESS RELEASE
                              COMMUNIQUE DE PRESSE
                               COMUNICATO STAMPA
                               PRESSE INFORMATION

PR No. C1526H



         STMicroelectronics Redeems Over 99% of its Liquid Yield Option
                            Notes ("LYONs") due 2009


Geneva, September 24, 2004 - STMicroelectronics (NYSE: STM) announced that it
has redeemed approximately $910 million nominal value of its Liquid Yield
Option Notes ("LYONs") due September 22, 2009 for approximately $806 million in
cash. Over 99% of the Company's outstanding LYONs were surrendered by holders,
pursuant to the terms and conditions of the LYONs, during the prescribed period
from August 24, 2004 through September 22, 2004. The Company intends to redeem
for cash at their accreted value the approximate $8 million nominal value LYONs
still outstanding.


About STMicroelectronics
STMicroelectronics is a global leader in developing and delivering semiconductor
solutions across the spectrum of microelectronics applications. An unrivalled
combination of silicon and system expertise, manufacturing strength,
Intellectual Property (IP) portfolio and strategic partners positions the
Company at the forefront of System-on-Chip (SoC) technology and its products
play a key role in enabling today's convergence markets. The Company's shares
are traded on the New York Stock Exchange, on Euronext Paris and on the Milan
Stock Exchange. In 2003, the Company's net revenues were $7.24 billion and net
earnings were $253 million. Further information on ST can be found at
www.st.com.



For further information, please contact:

<TABLE>
<CAPTION>

<S>                                         <C>                               <C>
Media Relations                             Investor Relations

Maria Grazia Prestini                       Benoit de Leusse                  Fabrizio Rossini
Director, Corporate Media Relations         Director, Investor Relations      Senior Manager, Investor Relations
STMicroelectronics                          STMicroelectronics                STMicroelectronics
Tel: +41.22.929.6945                        Tel: +41.22.929.5812              Tel: +41.22.929.6973

Lorie Lichtle n / Nelly Dimey               Nancy Levain
Financial Dynamics                          LT Value
Paris Tel: +33.1.47.03.68.10                Tel: +33.01.55.27.15.88

</TABLE>

                                       1

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
STMicroelectronics N.V. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



                                         STMicroelectronics N.V.


Date:  September 24, 2004                By:  /s/ PASQUALE PISTORIO
                                                --------------------------------
                                  Name:  Pasquale Pistorio
                                  Title: President and Chief Executive Officer

Enclosure:  A press release dated September 24, 2004 announcing that
STMicroelectronics N.V. has redeemed over 99% of its Liquid Yield Option Notes
("LYONs") due 2009.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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