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 June 2002

                             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 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:

A press release dated June 26, 2002 announcing the completion of the sale of the
mixed-signal business activities of Alcatel Microelectronics to AMI
Semiconductor.



STMicroelectronics Announces Completion of Sale of Alcatel Microelectronics'
Mixed-Signal Business to AMI Semiconductor

GENEVA--(BUSINESS WIRE)--June 26, 2002--STMicroelectronics (NYSE:STM - News)
today announced the completion of the sale of the mixed-signal business
activities of Alcatel Microelectronics to AMI Semiconductor.

The transaction, which was announced earlier this year, covers Alcatel
Microelectronics' mixed-signal ASIC business and development groups, including
two Alcatel Microelectronics fabrication facilities located in Oudenaarde,
Belgium and the associated process technologies.


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.


Contact:
STMicroelectronics
Press:
Maria Grazia Prestini, +41.2.29.29.69.45
Michael Markowitz, 212/821-8959
Investor Relations:
Stan March, 212/821-8939
Benoit de Leusse +33.4.50.40.24.30






                                    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: June 27, 2002                        STMicroelectronics N.V.

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