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 March 2001

                             STMicroelectronics N.V.

                 -----------------------------------------------
                 (Translation of registrant's name into English)

           Route de Pre-Bois, ICC Bloc A, 1215 Geneva 15, 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-______]

Enclosure:

          A press release dated March 13, 2001 regarding first quarter 2001
results.





PRESS RELEASE COMMUNIQUE DE PRESSE COMMUNICATO STAMPA PRESSEINFORMATION
- -----------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                                                           c948h


              STMicroelectronics Comments on First Quarter Results


Geneva, March 13, 2001 - STMicroelectronics (NYSE:STM) announced today that it
expects revenues for the first quarter ending March 31, 2001 to post a
double-digit increase over the $1.7 billion reported in last year's first
quarter, but to be below the $2 billion level. Expectations remain for a first
quarter gross margin in the range of 44% - 45%, and earnings per diluted share
are expected to be in line with the current First Call analysts' consensus
estimate of $0.39, representing a 50% increase over first quarter 2000 levels,
but below the approximate $0.45 previously expected.

The Company stated that revenues have been affected by the well-documented
market correction that is currently taking place. Specifically, while first
quarter 2001 revenues should benefit from strong year-over-year growth in
telecom and non volatile memory products, these gains are expected to be
partially offset by weaker revenues from digital consumer products and Standard
and Commodity product families. On a comparative basis, the Company believes
that its first quarter 2001 results will indicate a growth rate in excess of the
industry average.

The Company has taken steps to significantly reduce costs during this period of
uncertain market conditions. Specifically, capital expenditure plans for 2001
have been reduced from $2.5 billion to $1.9 billion, and stringent cost control
programs have taken effect throughout the Company. While no personnel lay-offs
are planned at this juncture, ST has implemented a hiring freeze.

The Company will host a brief conference call on Wednesday, March 14th, 2001
at 3 p.m. Central European Time (CET), 9 a.m. Eastern Standard Time (U.S. EST)
in order to respond to questions related to today's release. A broadcast of the
conference call will be available live on the Internet at:

http://webcast.themeetingson.com/webcast.jsp?reservation=18290131
- -----------------------------------------------------------------

The broadcast will be available until March 16, 2001.




Some of the above statements, that are not historical facts 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 due to, amongst other factors:
(i) general business and economic conditions in the markets in which we and our
customers operate including but not limited to periodic downturns in the
semiconductor market, (ii) market demand for our products and changes in
customer order patterns and requirements including but not limited to order
cancellation or rescheduling, (iii) competitive factors including the pricing of
products in an increasingly competitive environment, (iv) the development
qualification and availability of new products and technological changes, (v)
our ability to implement cost reductions in a timely manner and the success of
those actions, (vi) manufacturing risks, (vii) insufficient, excess or obsolete
inventory, (viii) our ability to recruit and retain skilled personnel, (ix)
currency fluctuations and other risks.

Unfavorable changes in any of the above or other factors listed under "Risk
Factors" from time to time in the Company's SEC reports including the Form 20F
for the year ended December 31, 1999 which was filed with the SEC on June 27,
2000, could materially affect the Company.


About STMicroelectronics

STMicroelectronics (formerly SGS-THOMSON Microelectronics) is a global
independent semiconductor company, whose shares are traded on the New York Stock
Exchange, on the ParisBourse and on the Milan Stock Exchange. The Company
designs, develops, manufactures and markets a broad range of semiconductor
integrated circuits (ICs) and discrete devices used in a wide variety of
microelectronic applications, including telecommunications systems, computer
systems, consumer products, automotive products and industrial automation and
control systems. In 2000, the Company's net revenues were $7,813.2 million and
net earnings were $1,452.1 million. Further information on ST can be found at
www.st.com.

For further information, please contact:

Investor Relations Europe:
Benoit de Leusse
Investor Relations Manager Europe
Tel: +33.4.50.40.24.30
Fax: +33.4.50.40.25.80

Press Relations:
Maria Grazia Prestini
Director, Corporate Press Relations
Tel.: +33 4 50 40 25 32
Fax: +33 4 50 40 25 40









                                    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: March 14, 2001                       STMicroelectronics N.V.

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