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 July 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-______]

Enclosures:

         A press release dated July 12, 2001 announcing STMicroelectronics'
Second Quarter and First Half 2001 results.



                            [STMicroelectronics Logo]

                                 PRESS RELEASE
                              COMMUNIQUE DE PRESSE
                               COMMUNICATO STAMPA
                               PRESSEINFORMATION


                                                                          C1048H


            STMicroelectronics Reports Second Quarter/First Half 2001
                                     Results


o   Second Quarter Revenues Approach $1.59 Billion

o   Excluding Special Charges, Gross Margin was 38% and Earnings per Diluted
    Share Equaled $0.17

o   Second Quarter 2001 Excess Inventory, Impairment and Restructuring Charges
    Total $319 Million, After Tax

o   First Half 2001 Revenues and Pro Forma Net Income Equal $3,508.3 Million and
    $495.3 Million, Respectively



Geneva, July 12, 2001 - STMicroelectronics (NYSE: STM) reported results for the
second quarter and first half ended June 30, 2001.

Net revenues for the second quarter were $1,587.2 million, in line with the
Company's guidance range of $1.55 billion to $1.6 billion contained in its news
release dated June 14, 2001. In last year's second quarter the Company reported
net revenues of $1,877.3 million.

The Company experienced a significant amount of end-of-period order push-outs
and cancellations, reflecting accelerated weakness in certain of its end
markets, particularly telecom and computer peripherals. As a result, the Company
has incurred a second quarter excess inventory pre-tax charge of $70.7 million.
Excluding the effect of this special charge, gross margin for the second quarter
of 2001 was 38.0%, as previously anticipated. Including the effect of the
charge, gross margin for the period was 33.6%.

At the end of the second quarter, ST took further actions to better align
existing resources with changing market conditions. Consequently, the Company
recorded a second quarter impairment and restructuring pre-tax charge of $311.3
million, primarily comprised of asset impairment charges


                                        1



relating to certain of its 6" wafer fabs and to goodwill. This includes the
previously-announced charge relating to the closure of its Ottawa manufacturing
facilities, which amounted to $40.3 million.

Pro Forma Second Quarter Results Excluding Restructuring and Excess Inventory
Charges

Second quarter net revenues of $1,587.2 million declined 15.5% and 17.4% from
last year's second quarter and the first quarter of 2001, respectively. Revenues
from differentiated products equaled $1,024.0 million and represented 64.5% of
net revenues.

ST maintained its product portfolio, application and geographic balance in the
second quarter. With differentiated products accounting for 64.5% of net
revenues, the remaining contributors were Logic & Memories, which represented
19.1% of second quarter 2001 revenues; Discretes, which accounted for 10.9%; and
Standard & Commodities equaling 5.4%. In terms of applications, telecom
represented 32.7% of second quarter 2001 net revenues; computer accounted for
20.9%; consumer was 19.3%; automotive was 11.4%; and industrial, which includes
Smart Cards, represented 15.8%. In the 2001 second quarter, the applications
showing the best relative performance on a comparative year-over-year basis
were: automotive, up 2.5%; industrial, up 5.2%; and telecom, which declined by a
modest 3.2%. As anticipated, consumer revenues were significantly below second
quarter 2000 levels, declining 40.4% and computer was down by 20.0%.

Automotive was also the best relative performing application on a sequential
basis, posting a 4.7% decrease over first quarter 2001 levels. Conversely,
computer, telecom and industrial reported sequential declines of 21.0%, 20.0%
and 13.8%, respectively. The 18.0% sequential decline in the consumer sector
primarily reflected lower sales of non-volatile memories and standard products
to this market. Revenues from the digital consumer market, however, were
basically flat on a sequential basis.

Geographically, Europe accounted for 35.9% of second quarter 2001 revenues;
Asia/Pacific for 33.4%; North America was 18.3%; Japan was 7.0%; and Emerging
Markets equaled 5.4%. The greatest year-over-year declines took place in North
America, down 35.3% and Asia/Pacific, down 14.8%. The greatest sequential
decline was in Europe, down 23.2%. Asia/Pacific, North America and Emerging
Markets declined 15.5%, 15.2% and 14.9%, respectively, from first quarter 2001
levels, while Japan grew 3.2% in the same period.

Pasquale Pistorio, President and Chief Executive Officer commented, "Second
quarter revenue performance reflected the very difficult business conditions
that have negatively affected several of our end markets. Within this industry
downturn, however, and based upon currently available data, we believe that ST
has continued to perform relatively better than the market and to gain market
share."

Gross profit for the second quarter was $603.3 million compared to $875.7
million in the similar year-ago period. Gross margin of 38.0% was achieved
despite the steep decline in order shipments

                                        2





and production slowdown in the last part of the quarter. In the 2000 second
quarter the Company reported a gross margin of 46.6%.

Mr. Pistorio said, "As we noted at the time of our June 14, 2001 guidance, the
underutilization of several of our 6" wafer fabs, and abrupt pricing changes
affecting certain of our product families, took a toll on second quarter gross
margin."

Selling, general and administrative expenses were $180.2 million for the 2001
second quarter, including an additional bad debt provision of approximately $14
million. Selling, general and administrative expenses were nearly flat on an
absolute basis, but increased as a percentage of revenues compared to the year
ago quarter.

Research and development expenses totaled $255.7 million, or 16.1% of net
revenues. This compares with $245.1 million, or 13.1% in the comparable year ago
period.

Other income of $22.7 million included a $12.5 million investment gain.

Pro forma operating income was $190.1 million, or 12% of net revenues compared
to $415.8 million, or 22.1% of net revenues in the similar year-ago period. Pro
forma net income for the 2001 second quarter was $154.5 million. Pro forma fully
diluted earnings per share were $0.17 compared to $0.37 reported in the second
quarter of 2000.

Pro Forma First Half 2001 Results

Net revenues for the first half were $3,508.3 million, a decrease of 2.0% from
the first half 2000. Gross profit was $1,459.1 million, or 41.6% of revenues.
Operating profit was $602.5 million, or 17.2% of revenues. Pro forma net income
was $495.3 million, or $0.54 per diluted share.

Research and development expenditures Here $527.8 million, compared to $480.2
million in the 2000 first half. As a percentage of sales, R&D expenses rose from
13.4% to 15.0%. Selling, general and administrative expenses were $356.9
million, or 10.2% of net revenues.

Second Quarter and First Half 2001 Results on an As-Reported Basis

Net revenues for the second quarter of 2001 were $1,587.2 million. Gross profit
was $532.6 million, or 33.6% of net revenues. The operating loss for the period
was $191.9 million. The net loss for the quarter was $164.5 million, or $0.18
per diluted share.


                                        3



Net revenues for the first half of 2001 totaled $3,508.3 million. Gross profit
for the first half was $1,388.4 million, or 39.6% of revenues. Operating income
was $220.4 million, or 6.3% of net revenues. Net income was $176.3 million, or
$0.20 per diluted share.


Balance Sheet Highlights

At June 30, 2001, cash, cash equivalents and marketable securities totaled
$2,194.9 million; long-term debt was $2,573.8 million (89% of which consists of
convertible debt). Shareholders' equity was $6,156.9 million. Capital
expenditures were $497.5 million in the second quarter and $1,227.1 million in
the first half of 2001. This compares with capital expenditures of $808.5
million and $1,430.6 million in last year's second quarter and first half,
respectively.

Summary & Outlook

Commenting on second quarter results, Mr. Pistorio noted, "The difficult market
environment that persisted during the period was characterized by abrupt changes
in end-market demand that translated into significantly impaired order
visibility with shipment postponements and cancellations. In response to the
deteriorating industry conditions, ST took actions designed to further enhance
the Company's competitive position, both over the short/intermediate term, as
well as the longer term and that are in keeping with the Company's strategic
direction."

ST has implemented a hiring freeze and has taken corporate-wide measures to
reduce SG&A expenditures. In fact, headcount has been reduced by about 1,500
people since the beginning of the year as a result of attrition. Additionally,
the Company has initiated short-term, temporary shutdowns at certain of its 6"
wafer fabs.

Looking ahead, Mr. Pistorio continued, "Industry analysts are currently
estimating a decrease in semiconductor revenues for the markets we serve of
between 10% and 15% for the first half of 2001 compared to the first half of
2000. ST's year-over-year first half 2001 revenue decline of 2% illustrates our
continued ability to outpace the market by a meaningful margin."

"On the other hand, we recognize the unique characteristics of the current
industry downturn and the unprecedented poor visibility of the near term demand
that is part of this cycle. Therefore, it is difficult to provide guidance with
respect to subsequent quarters.


                                        4



"Based upon today's available information, we believe that the industry will
bottom-out in the third quarter of 2001, and we expect that ST's revenues for
that period will decline sequentially by approximately 10% to 15% from 2001
second quarter levels. Gross margin for the third quarter of 2001 is likely to
be in the range of 32% to 36%, reflecting continued price pressure and lower
plant utilization rates," Mr. Pistorio said.

Mr. Pistorio noted, "In the fourth quarter of 2001, we expect our revenues and
gross margin to improve on a sequential basis. This projection assumes inventory
workdowns in several of our key end markets, but continued pricing pressures
affecting certain product families due to industry overcapacity. Additionally,
we could see improved operating profitability resulting from cost reduction
programs implemented earlier in the year."

"ST's management is continuing to assess and evaluate our resources, headcount,
operating expenses and physical assets within the context of the projected
timing of an industry recovery. With future market conditions difficult to
project, ST's strategy is to take those actions necessary to ensure its
competitive position, in terms of products, strategic and key customer
relationships and worldwide manufacturing efficiency," Mr. Pistorio said.

"At the same time," Mr. Pistorio added, "the Company is moving forward with its
System-on-Chip solutions which give significant leadership advantages to ST as
the convergence of technologies and applications continues to evolve. The
strength of our balance sheet provides ST with important flexibility.
Additionally, the Company has the leading-edge manufacturing infrastructure in
place to respond effectively to developing market requirements."

Products, Technology & Design Wins

During the quarter, ST sustained its high flow of innovative new products and
also entered into a number of new agreements designed to reinforce its
leadership in key areas such as broadband access and multimedia.

In the digital consumer arena, ST and Alenia Spazio signed an agreement to
co-operate in the field of interactive broadband satellite networks for
multimedia applications. ST has become a partner in Alenia's EuroSkyWay project,
which aims to provide a new generation of satellites for Internet and
interactive TV services.

New products introduced for the digital consumer field included a single-chip
demodulator for digital terrestrial TV, and the world's most advanced HDTV
(High-Definition TV) decoder chip featuring multiple stream MPEG video decoding.


                                        5



In the communications field, ST introduced a number of significant products
implementing VoIP (Voice over Internet Protocol), which are a result of ST's
cooperation with Netergy Networks. For cable-based VoIP, ST began delivering a
multi-channel VoIP processor designed to work in conjunction with ST's DOCSIS
single-chip cable modem. The Company also launched a chipset for enterprise IP
phones, small gateways and other emergent products using VoIP technology.

For the xDSL market, ST introduced an ADSL modem chipset aimed at both laptop
and desktop computers that is the first on the market to employ a
controller-less design with USB or PCI interface. The Company also unveiled a
new ADSL central office chipset that integrates eight ADSL channels. ST also
demonstrated a working prototype of its Zipper-DMT VDSL modem technology that
will combine the very high bandwidth of VDSL with ADSL spectrum compatibility.

Other major announcements in the communications field included a new
silicon-germanium BiCMOS process tailored for cost-sensitive wireless
applications. The new process provides all the performance advantages of
silicon-germanium at a cost that is marginally higher than that of a standard
BiCMOS process. The Company was also awarded an important design win by a major
customer for a US-TDMA RF transmitter in BiCMOS6M (0.35-micron) technology and a
stereo audio front-end. ST signed an agreement with specialist IP developer IDEX
to jointly develop an innovative biometric module combining fingerprint
recognition and on-screen navigation features for mobile Internet applications.
ST also formed an agreement with Onix Microsystems Inc. to co-develop and
manufacture chipsets containing mirrors realized on ST's micro-electro-
mechanical systems (MEMS) technology for use in Onix's all-optical switching
solutions.

In the computer peripherals field, notable announcements included a new
generation of display engine ICs aimed at the rapidly growing markets based on
flat panel displays. ST also began sampling a new CMOS read/write channel chip
for hard disk drives that reduces power consumption increases overall data
transfer speeds and allows drive manufacturers to cut manufacturing costs. In
the printer field, ST started volume production of a digital printer engine in
0.18-micron technology, producing some three million units in the quarter.

In the field of PC graphics, several manufacturers announced PC add-in boards
based on ST's KYRO II(TM) 3D graphics accelerator, which is based on Imagination
Technologies PowerVR(TM) technology. Additionally, ST and Imagination also
announced an extension of their partnership to develop next-generation PC
graphics technology.

In the automotive sector, ST began to sample a high-power system-on-chip device
designed for 'mechatronic' applications where the electronics section is
physically integrated with mechanical elements. The first design win for this
device is for a turbocharger application to be mounted on cars manufactured by
DaimlerChrysler. ST also won a large volume order for a navigation system for
aftermarket and OEM applications and received the first production orders for
the XM Satellite Radio receiver ICs.

In the industrial field ST, began volume shipments in Japan of smartcard
microcontrollers for the first EMV (Europay, Mastercard, Visa) credit cards.


                                        6



During the quarter, ST continued the rollout of its innovative
application-specific Flash products. Samples of a 64Mbit device built in
0.15-micron technology and optimized for cellular phones were delivered to a
leading mobile phone manufacturer, while leading automotive manufacturers
received first samples of a 16Mbit device dedicated to engine control
applications and new 8Mbit devices for Firmware Hub PC BIOS were sampled to all
major PC players.

Also during the quarter, in the rapidly growing area of e-Business via the
Internet, ST further strengthened its infrastructure by fully automating its
RosettaNet-compliant Dynamic Replenishment Process and completing the set up of
a personalized portal that provides ST's customers with enhanced supply-chain
visibility.


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. In
particular the following important factors could cause actual results to differ
materially from the expectations of the Company or its management

    (i)    Industry conditions, such as the strength of product demand, the
           intensity of competition, pricing pressures;

    (ii)   operating factors, such as the continued success of manufacturing
           activities and the achievement of efficiencies therein, continued
           success of product development or inventory risks due to shifts in
           market demand;

    (iii)  order reschedulings or cancellations from our customers, as well as
           changes in customer's order, patterns and requirements, and

    (iv)   the general business and economic conditions, in the various markets,
           business segments and countries in which we and our customers
           operate.

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, 2000 which was filed with the SEC on May 15,
2001 and in particular the factors listed on page 3 of such Form 20F could
materially affect the Company.

The forward-looking statements included in this release are made only as of the
date of this release and the company undertakes no obligation to update the
forward-looking statements to reflect subsequent events or circumstances.


                                        7



Conference Call Information:

The management of STMicroelectronics will conduct a conference call at 4 p.m.
CET/10 a.m. ET to discuss operating performance for the second quarter ended
June 30, 2001.

The conference call will be available via the Internet by accessing the
following Web address: www.vcall.com

Please go to the website at least fifteen minutes prior to the call to register,
download and install any necessary audio software. The webcast will be available
until July 20, 2001.

About STMicroelectronics
STMicroelectronics is the world's third largest independent semiconductor
company. The Company shares are traded on the New York Stock Exchange, on
Euronext Paris and on Borsa Italiana, Milan. 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:

STMicroelectronics

Maria Grazia Prestini                Benoit de Leusse
Corporate Press Relations Manager    Investor Relations Manager Europe
Tel. +39.039.603.59.01               Tel. +33.4.50.40.24.30
Tel. +33.4.50.40.25.32               Fax  +33.4.50.40.25.80
mariagrazia.prestini@st.com          benoit.de-leusse@st.com


Morgen-Walke Europe
-------------------
Lorie Lichtlen                       Jean-Benoit Roquette/Nicole Curtin
Media Relations                      Investor Relations
Tel. +33.1.47.03.68.10               Tel. +33.1.47.03.68.10
llichtlen@mweurope.com               jbroquette@mweurope.com/ncurtin@weurope.com

8







STMicroelectronics N.V.
Consolidated Statement of Income
(in millions of U.S. dollars, except per share data ($))



                                                             Three Months Ended                   Six Months Ended
                                                  -------------------------------------------------------------------------
                                                         June 30            Jul. 1            June 30          Jul. 1
                                                          2001               2000              2001             2000
                                                          ----               ----              ----             ----

                                                                                                  
Net sales                                                1 575.1            1 868.5           3 481.1          3 562.2
Other revenues                                              12.1                8.8              27.2             17.3
                                                  -------------------------------------------------------------------------
  NET REVENUES                                           1 587.2            1 877.3           3 508.3          3 579.5
Cost of sales                                           (1 054.6)          (1 001.6)         (2 119.9)        (1 986.7)
                                                  -------------------------------------------------------------------------
  GROSS PROFIT                                             532.6              875.7           1 388.4          1 592.8
Selling, general and administrative                       (180.2)            (177.1)           (356.9)          (336.6)
Research and development                                  (255.7)            (245.1)           (527.8)          (480.2)
Other income and expenses                                   22.7              (37.7)             28.0            (68.2)
Impairment and restructuring charges                      (311.3)               0.0            (311.3)             0.0
                                                  -------------------------------------------------------------------------
  Total Operating Expenses                                (724.5)            (459.9)         (1 168.0)          (885.0)
                                                  -------------------------------------------------------------------------
  OPERATING INCOME (LOSS)                                 (191.9)             415.8             220.4            707.8
Net interest income                                          0.5               14.0               3.5             30.4
  INCOME (LOSS) BEFORE INCOME
  TAXES AND MINORITY INTERESTS                            (191.4)             429.8             223.9            738.2
Income tax expense                                          28.6              (92.7)            (45.6)          (162.1)
                                                  -------------------------------------------------------------------------
  INCOME (LOSS) BEFORE MINORITY INTERESTS                 (162.8)             337.1             178.3            576.1
Minority interests                                          (1.7)              (0.6)             (2.0)            (1.2)
                                                  -------------------------------------------------------------------------
  NET INCOME (LOSS)                                       (164.5)             336.5             176.3            574.9
                                                  =========================================================================


  EARNINGS (LOSS) PER SHARE (BASIC)*                        -0.18               0.38              0.20             0.65

  EARNINGS (LOSS) PER SHARE (DILUTED)*                      -0.18               0.37              0.20             0.63

  NUMBER OF WEIGHTED AVERAGE
  SHARES USED IN CALCULATING
  DILUTED EARNINGS PER SHARE*                              894.5              934.5             907.8            934.0



* All share information has been adjusted to reflect the 3-for-1 stock split
effected in May 2000.


                                       9



STMicroelectronics N.V.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
(See Pro Forma adjustments listed in the table below)
(in millions of U.S. dollars, except per share data ($))



                                                               (Unaudited)                         (Unaudited)
                                                    ---------------------------------    --------------------------------
                                                        Jun. 30            Jul. 1            Jun. 30          Jul. 1
                                                          2001              2000               2001            2000
                                                          ----              ----               ----            ----

                                                                                                  
  NET REVENUES                                          1 587.2             1 877.3           3 508.3          3 579.5
Cost of sales                                            (983.9)           (1 001.6)         (2 049.2)        (1 986.7)
                                                    ---------------------------------    --------------------------------
  GROSS PROFIT                                            603.3               875.7           1 459.1          1 592.8
Selling, general and administrative                      (180.2)             (177.1)           (356.9)          (336.6)
Research and development                                 (255.7)             (245.1)           (527.8)          (480.2)
Other income and expenses                                  22.7               (37.7)             28.1            (68.2)
Impairment and restructuring charges                        0.0                 0.0               0.0              0.0
                                                    ---------------------------------    --------------------------------
  Total Operating Expenses                               (413.2)             (459.9)           (856.6)          (885.0)
                                                    ---------------------------------    --------------------------------
  OPERATING INCOME                                        190.1               415.8             602.5            707.8
Net interest income                                         0.4                14.0               3.5             30.4
  INCOME BEFORE INCOME
  TAXES AND MINORITY INTERESTS                            190.5               429.8             606.0            738.2
Income tax expense                                        (34.4)              (92.7)           (108.7)          (162.1)
                                                    ---------------------------------    --------------------------------
  INCOME BEFORE MINORITY INTERESTS                        156.1               337.1             497.3            576.1
Minority interests                                         (1.6)               (0.6)             (2.0)            (1.2)
                                                    ---------------------------------    --------------------------------
  NET INCOME                                              154.5               336.5             495.3            574.9
                                                    =================================    ================================

  EARNINGS PER SHARE (BASIC)*                               0.17                0.38              0.56             0.65
  EARNINGS PER SHARE (DILUTED)*                             0.17                0.37              0.54             0.63

  NUMBER OF WEIGHTED AVERAGE
  SHARES USED IN CALCULATING
  DILUTED EARNINGS PER SHARE*                             907.8               934.5             931.9            934.0


* All share information has been adjusted to reflect the 3-for-1 stock split
effected in May 2000.

The pro forma amounts have been adjusted to eliminate the following



                                                  (Unaudited)                  (Unaudited)
                                              Three Months Ended            Six Months Ended
                                            ----------------------        --------------------
                                              Jun. 30     Jul. 1            Jun. 30   Jul. 1
                                               2001        2000               2001     2000

                                                                             
Excess inventory charge                        70.7          --               70.7       --

Impairment and restructuring charges          311.3          --              311.3       --

Income tax effect                             (63.0)         --              (63.0)      --
                                            ----------------------        --------------------
TOTAL                                         319.0          --              319.0       --
                                            ----------------------        --------------------



                                       10



STMicroelectronics N.V.
CONSOLIDATED BALANCE SHEET



As at                                                     June 30,           December 31,
In millions of U.S. dollars                                   2001                   2000
                                                    -------------------------------------
                                                        (Unaudited)            (Audited)
-----------------------------------------------------------------------------------------
                                                                       

ASSETS
Current assets:
Cash and cash equivalents                                 1 402.8             2 295.7
Marketable securities                                       792.1                35.2
Trade accounts and notes receivable                       1 106.3             1 496.4
Inventories                                                 905.5               876.5
Other receivables and assets                                569.9               554.0
                                                    -------------------------------------
Total current assets                                      4 776.6             5 257.8
Intangible assets, net                                      224.4               286.1
Property, plant and equipment, net                        6 125.7             6 201.1
Investments and other non-current assets                    146.3               135.5
                                                    -------------------------------------
                                                          6 496.4             6 622.7
Total assets                                             11 273.0            11 880.5
                                                    -------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdrafts                                              38.1                35.6
Current portion of long-term debt                           113.3               106.0
Trade accounts and notes payable                          1 184.8             1 745.6
Other payables and accrued liabilities                      513.5               509.2
Accrued and deferred income tax                             361.5               299.6
                                                    -------------------------------------
Total current liabilities                                 2 211.2             2 696.0
Long-term debt                                            2 573.8             2 700.5
Reserves for pension and termination indemnities            110.1               110.2
Other non-current liabilities                               185.9               216.2
                                                    -------------------------------------
                                                          2 869.8             3 026.9
Total liabilities                                         5 081.0             5 722.9
Minority interests                                           35.0                33.0
Capital Stock                                             1 141.4             1 133.7
Capital surplus                                           1 817.5             1 689.8
Accumulated result                                        4 117.9             3 977.3
Accumulated other comprehensive income                     (919.8)             (676.2)
                                                    -------------------------------------
Shareholders' equity                                      6 157.0             6 124.6
                                                    -------------------------------------
Total liabilities and shareholders' equity               11 273.0            11 880.5
                                                    -------------------------------------


                                      ###


                                       11





STMicroelectronics N.V.
Selected Consolidated Financial Data
(In millions of U.S. dollars)

                                               (Unaudited)           (Audited)
Consolidated Balance Sheet Data                   June 30,            Dec. 31,
(End of period)                                       2001                2000
                                                      ----                ----

Cash, cash equivalents and
    marketable securities                         2 194.9             2 330.9

Working capital                                     521.9               372.5

Total assets                                     11 273.0            11 880.5

Short-term debt (including current
    portion of long-term debt)                      151.4               141.6

Long-term debt (excluding
    current portion)                              2 573.8             2 700.5

Shareholders' equity                              6 157.0             6 124.6


                                               (Unaudited)         (Unaudited)
Consolidated Operating Data                       June 30,             Jul. 1,
(Six months ended)                                    2001                2000
                                                      ----                ----

Payment for purchases of tangible assets          1 227.1             1 430.6

Net cash from operating activities                1 249.5               875.6

Net operating cash flow                             (86.5)             (613.4)

Depreciation and amortization                       650.3               495.0


                                       12




                                    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: July 12, 2001                         STMicroelectronics N.V.

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