SC 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FREESCALE SEMICONDUCTOR INC.

(Name of Issuer)

Shares of Class A Common Stock, $0.01 par value

(Title of Class of Securities)

35687M107

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1 (b)

þ Rule 13d-1 (c)

o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

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13G/A
CUSIP No. 35687M107
	1.	Name of Reporting Person: Greenlight Capital, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 13-3886851
	2.	Check the Appropriate Box if a Member of a Group*:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 9,691,450
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 9,691,450
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,691,450
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares*: o
	11.	Percent of Class Represented by Amount in Row (9): 7.5%**
	12.	Type of Reporting Person*: OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 35687M107
	1.	Name of Reporting Person: Greenlight Capital, Inc.			I.R.S. Identification Nos. of above persons (entities only): 13-3871632
	2.	Check the Appropriate Box if a Member of a Group*:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 9,554,800
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 9,554,800
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 9,554,800
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares*: o
	11.	Percent of Class Represented by Amount in Row (9): 7.4%**
	12.	Type of Reporting Person*: CO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 35687M107
	1.	Name of Reporting Person: Greenlight Capital Advisors, L.L.C.			I.R.S. Identification Nos. of above persons (entities only): 20-1365209
	2.	Check the Appropriate Box if a Member of a Group*:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 1,489,750
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 1,489,750
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 1,489,750
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares*: o
	11.	Percent of Class Represented by Amount in Row (9): 1.1%**
	12.	Type of Reporting Person*: OO

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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13G/A
CUSIP No. 35687M107
	1.	Name of Reporting Person: David Einhorn			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group*:
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Citizenship or Place of Organization: U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power: 20,736,000
			6.	Shared Voting Power: 0
			7.	Sole Dispositive Power: 20,736,000
			8.	Shared Dispositive Power: 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person: 20,736,000
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares*: o
	11.	Percent of Class Represented by Amount in Row (9): 15.9%**
	12.	Type of Reporting Person*: IN

*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b)

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AMENDMENT NO. 1 TO SCHEDULE 13G

     This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) relating to the shares of Class A Common Stock of Freescale Semiconductor Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”) as an amendment to the Schedule 13G originally filed on August 11, 2004 (the “Original 13G”). This statement is being filed on behalf of Greenlight Capital, L.L.C., a Delaware limited liability company (“Greenlight LLC”), Greenlight Capital, Inc., a Delaware corporation (“Greenlight Inc.”), Greenlight Capital Advisors, L.L.C., a Delaware limited liability company (“Greenlight Advisors,” and together with Greenlight LLC and Greenlight Inc, “Greenlight”), and Mr. David Einhorn, principal of Greenlight (collectively, with Greenlight, the “Reporting Persons”).

     This Amendment relates to the Class A Common Stock, $0.01 par value (the “Common Shares”), of the Issuer purchased by Greenlight for the account of (i) Greenlight Capital, L.P. (“Greenlight Fund”), of which Greenlight LLC is the general partner, (ii) Greenlight Capital Qualified, L.P. (“Greenlight Qualified”), of which Greenlight LLC is the general partner, (iii) Greenlight Capital Offshore, Ltd. (“Greenlight Offshore”), to which Greenlight Inc. acts as investment advisor, and any managed accounts for which Greenlight Advisors acts as investment advisor.

     The Original Schedule 13G is hereby amended and restated in its entirety as follows:

Item 1(a)	Name of Issuer.
	Freescale Semiconductor Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	6501 William Cannon Drive West
	Austin,	Texas 78735
Item 2(a)	Name of Person Filing.
	Greenlight Capital, L.L.C., Greenlight Capital, Inc., Greenlight Advisors, L.L.C. and David Einhorn
Item 2(b)	Address of Principal Business Office, or, if none, Residence.
	140 East 45th Street
	24th Floor
	New York, New York 10017
Item 2(c)	Citizenship or Place of Organization.
	Greenlight LLC and Greenlight Advisors are each a limited liability company organized under the laws of the State of Delaware. Greenlight Inc. is a corporation organized under the laws of the state of Delaware. David Einhorn is the principal of Greenlight and a United States citizen.

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Item 2(d)	Title of Class of Securities.
	Class A Common Stock, par value $0.01
Item 2(e)	CUSIP Number.
	35687M107
Item 3	Reporting Person.
	Inapplicable.
Item 4	Ownership.
	(a)	Greenlight and Mr. Einhorn are the beneficial owners of 20,736,000 Common Shares.
	(b)	Greenlight and Mr. Einhorn are the beneficial owners of 15.9% of the outstanding Class A Common Shares. This percentage is determined by dividing 20,736,000 by 130,121,341 the number of Class A Common Shares issued and outstanding as of October 29, 2004, as reported in the Form 10-Q filed on November 9, 2004 with the Securities and Exchange Commission.
	(c)	Greenlight has the sole power to vote and dispose of the 20,736,000 Common Shares beneficially owned by it. As the principal of Greenlight, Mr. Einhorn may direct the vote and disposition of the 20,736,000 Common Shares beneficially owned by Greenlight.
	The filing of this Amendment to Schedule 13G shall not be construed as an admission that any of the Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 20,736,000 shares of Common Shares owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore or any managed account managed by Greenlight Advisors. Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.
Item 5	Ownership of Five Percent or Less of a Class.
	Inapplicable.
Item 6	Ownership of More Than Five Percent on Behalf of Another Person.
	Inapplicable.
Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

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	Inapplicable.
Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.
	Inapplicable.
Item 10	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits	Exhibit 1
	Joint Filing Agreement dated February 14, 2005, between Greenlight and David Einhorn.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: February 14, 2005

Greenlight Capital, L.L.C.
By:	/S/ DAVID EINHORN
	David Einhorn, Senior Managing Member
Greenlight Capital, Inc.
By:	/S/ DAVID EINHORN
	David Einhorn, President
Greenlight Capital Advisors, L.L.C.
By:	/S/ DAVID EINHORN
	David Einhorn, Senior Managing Member
/S/ DAVID EINHORN
David Einhorn

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Shares of Class A Common Stock, $0.01 par value per share, of Freescale Semiconductor Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2005.

Greenlight Capital, L.L.C.
By:	/S/ DAVID EINHORN
	David Einhorn, Senior Managing Member
Greenlight Capital, Inc.
By:	/S/ DAVID EINHORN
	David Einhorn, President
Greenlight Capital Advisors, L.L.C.
By:	/S/ DAVID EINHORN
	David Einhorn, Senior Managing Member
/S/ DAVID EINHORN
David Einhorn