SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* CRAWFORD CURTIS J (Last) (First) (Middle) ON SEMICONDUCTOR CORPORATION 5005 EAST MCDOWELL ROAD (Street) PHOENIX AZ 85008 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ON SEMICONDUCTOR CORP [ ONNN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/09/2004	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$7.02	02/05/2004		A		12,983		02/05/2004(1)	02/05/2014	Common Stock	12,983	$0(2)	12,983	D
Stock Options (right to buy)	$7.02	02/05/2004		A		7,000		02/05/2005(3)	02/05/2014	Common Stock	7,000	$0(2)	7,000	D

Explanation of Responses:

1. Granted on 2/5/2004 under the 2000 Stock Incentive Plan. The option is fully vested and exercisable as of the date of the grant. The exercise price is the closing price on the date of the grant.

2. Stock option grant for no consideration other than service as member of the Board of Directors.

3. Granted on 2/5/2004 under the 2000 Stock Incentive Plan. The stock option will vest 1/3 on each of the first, second, and third anniversaries of the grant date, subject to continued service as a director with the Issuer, and other terms and conditions of the plan and the related stock option grant agreement. The exercise price is the closing price on the date of the grant.

Remarks:

(4) George H. Cave is signing on behalf of Mr. Crawford pursuant to a Power of Attorney dated April 3, 2002, attached herein as an exhibit. Other remarks: Amendment submitted to include Power of Attorney which was not attached to original Form 4 submission dated 02/09/2004.

	Curtis J. Crawford, by George H. Cave as Attorney-in-Fact	04/05/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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