Washington, DC 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 April 4, 2003

                             STMicroelectronics N.V.

                 (Translation of registrant's name into English)

                         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

                                 Yes       No  X
                                     ---      ---

         [If "Yes" is marked, indicate below the file number assigned to the
Registrant in connection with Rule 12g3-2(b): 82-______]


A press release dated April 3, 2003 announcing StMicroelectronics' Preliminary
First Quarter Results.

                               [GRAPHIC OMITTED]
                                 PRESS RELEASE
                              COMMUNIQUE DE PRESSE

          STMicroelectronics Reports Preliminary First Quarter Results

Geneva, April 3, 2003 - STMicroelectronics (NYSE: STM) reported that based upon
preliminary data, net revenues for its 2003 first quarter, ended March 29, 2003,
are expected to be $1,618 million, just slightly below the low end of its
guidance range of $1,620 million, and gross margin should be around 35%, below
the bottom of the previous guidance range of 36%.

     The Company stated today that it experienced order push-outs in March
relating to a number of its end markets, with the notable exception of digital
consumer, and that it expects the majority of the affected products to be
shipped in the 2003 second quarter. Gross margin for the 2003 first quarter was
penalized by greater-than-expected pricing pressure and the stronger Euro. ST
provided 2003 first quarter revenue guidance and gross margin guidance in its
2002 fourth quarter/year end earnings release of January 22, 2003.

While detailed first quarter financial information is not available at this
early date, the Company believes that the absolute amount of its operating
expenses will be approximately flat with 2002 fourth quarter levels despite the
impact of the strengthened rate of the Euro vs. the US dollar. In addition, as
reported in the 20F, the Company incurred in the first quarter of 2003 a
non-operating one-time charge of $8.4 million as a result of the March 6, 2003
repurchase of approximately $429 million of the Company's Zero-Coupon
Convertible Notes due 2010, but expects interest expense savings of
approximately $6 million in the remainder of 2003 to reduce the negative impact
to about $3 million for the full year. The Bond repurchase is expected to reduce
ST's interest expense by approximately $10 million in 2004.

ST will report its full first quarter 2003 earnings after the close of the New
York Stock Exchange on Wednesday, April 23, 2003 and hold its conference call on
Thursday, April 24, 2003.


Some of the above statements, that are not historical facts or include such
words as the Company "believes", "anticipates", "expects" or words of similar
impact, are statements of future expectations and other forward looking
statements (within the meaning of Section 27A of the Securities Act of 1933, as
amended) that are based on management's current views and assumptions and that
involve known and unknown risks and uncertainties that could cause actual
results or performances to differ materially from those in such statements. For
a detailed description of the important factors which could cause actual results
to differ materially from the expectations of the Company or its management
please see the Company's most recent SEC Form 20-F filing, made on March 14,

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 2002, the Company's net revenues were $6.32 billion and net
earnings were $429.4 million. Further information on ST can be found at

For further information, please contact:


Stanley March             Fabrizio Rossini          Benoit de Leusse
Investor Relations        Investor Relations        Investor Relations
Director                  Senior Management         Senior Manager
Tel: +1.212.821.89.39     Tel: +41.22.929.69.73     Tel: +41.22.929.58.12
Fax: +1.212.821.89.23     Fax : +41.22.929.69.61    Fax: +41.22.929.69.61

Financial Dynamics
Jean-Benoit Roquette / Nicole Curtin


Maria Grazia Prestini                           Michael Markowitz
Director, Corporate Press Relations             Director, U.S. Media Relations
Tel: +                          Tel: +1.212.821.8959
Fax: +                          Fax: +1.212.821.8922

Financial Dynamics
Lorie Lichtlen
Tel. +



         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.

Date: April 4, 2003                     STMicroelectronics N.V.

                                           By:    /s/ Pasquale Pistorio
                                              Name:   Pasquale Pistorio
                                              Title:  President and Chief
                                                      Executive Officer