FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                          For the month of October 2002

                             STMicroelectronics N.V.

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                 (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 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-______]

Enclosures:

(i) A press release dated October 16, 2002 announcing STMicroelectronics'
comments on media reports, and (ii) a notice of conference call for October 23,
2002 at 2:00 p.m. (London time) to discuss operating performance for the third
quarter 2002.

[STMicroelectronics Logo] NOTICE OF CONFERENCE CALL FOR STMicroelectronics Paris Bourse/Milan Bourse/NYSE Wednesday, October 23, 2002 2:00 p.m. (London Time) The Company will release earnings after 09:00 p.m. (London Time) on Tuesday October 22, 2002 Management of STMicroelectronics will conduct a conference call with analysts and institutional investors to discuss operating performance for the third quarter 2002. From Europe, the direct dial-in number is +44-(0)-1452-560-068 (from the U.S.A. please dial +1-706-643-7419). We suggest you call twenty minutes prior to the scheduled start time to ensure yourself enough time to be connected. If you are unable to participate in the conference call, a replay will be available. To access the replay, please dial +44-(0)-1452-550-000 (passcode: 6149976) from two hours after the end of the call until the end of November 1, 2002. A broadcast of the conference call will be available live on the Internet until November 01, 2002 at: www.vcall.com For further information, please contact Jean-Benoit Roquette Tel: 33 1 47 03 68 10 or Email: jean-benoit.roquette@fd.com

[STMicroelectronics Logo] PRESS RELEASE COMMUNIQUE DE PRESSE COMUNICATO STAMPA PRESSEINFORMATION PR No. C1254H STMicroelectronics Comments on Today's Media Reports Geneva, October 16, 2002 - With reference to reports appearing in the international media today, STMicroelectronics (NYSE:STM) strongly denies any ongoing discussions with Motorola concerning the possible acquisition or merger of their semiconductor activities. About STMicroelectronics STMicroelectronics, the world's third largest semiconductor company, 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 2001, the Company's net revenues were $6.36 billion and net earnings were $257.1 million. Further information on ST can be found at www.st.com. For further information please contact: Media Relations Investor Relations STMicroelectronics STMicroelectronics Maria Grazia Prestini Benoit de Leusse Director, Corporate Media Relations Investor Relations Manager, Europe Tel: +41.22.929.6945 Tel: +33.4.50.40.24.30 Financial Dynamics Financial Dynamics Lorie Lichtlen Nicole Curtin/Jean-Benoit Roquette Paris Tel: +33.1.47.03.68.10 Paris Tel: +33.1.47.03.68.10

SIGNATURE 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: October 16, 2002 STMicroelectronics N.V. By: /s/ Pasquale Pistorio ---------------------------------- Name: Pasquale Pistorio Title: President and Chief Executive Officer