SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 or 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                     Report on Form 6-K dated March 16, 2004

                              ____________________

                             STMicroelectronics N.V.
                              (Name of Registrant)

                         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 if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7):

                                Yes          No X
                                   ---         ---

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 15, 2004, announcing Pasquale Pistorio's
succession plan.




  Pasquale Pistorio's Succession Plan Announced at STMicroelectronics


  Geneva - March 15, 2004 - At the Annual General Shareholders' Meeting of 2005,
  the mandate of Mr. Pasquale Pistorio as President and Chief Executive Officer
  of STMicroelectronics will expire. As previously reported, Mr. Pistorio, who
  will be 69 years old at that time, will formally retire from the positions
  that he has held since the formation of STMicroelectronics in 1987.

  Mr. Pistorio, in concert with his management team, has been the architect of
  the Company's outstanding achievements of the past several years, and the
  Company's Supervisory Board supports the continuity of the management culture
  that he has instilled within the organization. Therefore, the Supervisory
  Board has approved Mr. Pistorio's recommendation for his succession and will
  propose that Mr. Carlo Bozotti (age 52) be appointed as Sole Member of the
  Management Board and President and Chief Executive Officer of
  STMicroelectronics, subject to approval by the Company's shareholders at the
  2005 Annual General Meeting.

  Moreover, as part of the succession plan, the Supervisory Board, upon the
  proposal of Mr. Bozotti, will endorse the appointment of Mr. Alain Dutheil
  (age 59) as Chief Operating Officer reporting to the President and CEO.

  Italian born, Mr. Bozotti is a graduate in Electronic Engineering from the
  University of Pavia and joined the Italian manufacturer SGS-ATES, an ST
  predecessor company, in 1977. He quickly climbed the corporate ladder, gaining
  responsibility for the Telecom Business Unit within the Dedicated Products
  Group, and then heading Corporate Strategic Marketing and Key Accounts. Mr.
  Bozotti subsequently became Corporate VP for Marketing and Sales, Americas,
  and moved into a similar role for Europe and Headquarters Region, thereby
  developing broad international expertise and close relationships with key
  customers. Today Carlo Bozotti is Corporate VP, General Manager, Memory
  Products Group, a position he assumed in 1998.

  Born in the South of France, Mr. Dutheil is an Engineering graduate from Ecole
  Superieure d'Ingenieurs of Marseilles. He began his professional career in
  1969 with Texas Instruments and joined Thomson Semiconducteurs, an ST
  predecessor company, in 1983 as Manager of the Aix-en-Provence plant in
  France. After an experience as General Manager for the Discrete Products
  division, he became Corporate VP of all Back-end manufacturing activities of
  STMicroelectronics. Building upon his strong commitment to Total Quality
  Management, his organizational skills, and his understanding of human capital,
  Mr. Dutheil was also appointed Corporate VP Human Resources, a position he
  currently holds together with that of Corporate VP Strategic Planning.

  Together Mr. Bozotti and Mr. Dutheil combine over 60 years of experience in
  the semiconductor field where they have been active throughout their entire
  working careers and covering a large portion of the industry's history.

  Their broad expertise in key areas such as: technology, manufacturing,
  marketing, and people management, combined with their presence and active role
  in the Corporation from its creation in 1987, ensure not only a continuity of
  the Company's culture, but also a deep understanding of ST's corporate life
  and overall knowledge of the industry.

  About STMicroelectronics
  STMicroelectronics N.V. 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 (Borsa Italiana). In 2003, the Company's net
  revenues were $7.24 billion and net earnings were $253 million. Further
  information on ST can be found at www.st.com.



                                   SIGNATURES


         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.



                                    STMicroelectronics N.V.


Date:    March 16, 2004             By:  /s/ PASQUALE PISTORIO
                                        ------------------------------

                                    Name:  Pasquale Pistorio
                                    Title: President and Chief Executive Officer


Enclosure: A press release dated March 15, 2004, announcing Pasquale Pistorio's
succession plan.