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 2000


                             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 20, 2000 announcing STMicroelectronics
N.V.'s proposal for a cash dividend and 3-for-1 stock split to be proposed to
shareholders at the annual general meeting.

                                  Page 1 of 4





                                                                    PR No. C851H


                STMICROELECTRONICS TO PROPOSE CASH DIVIDEND AND
              3-FOR-1 STOCK SPLIT AT ANNUAL SHAREHOLDERS' MEETING

              Expects Sequential Growth in First Quarter Earnings

Geneva, March 20, 2000 - STMicroelectronics (NYSE:STM) announced that it will
propose for shareholder approval at the annual shareholders' meeting, to be held
on April 26 2000, the distribution of a $0.09 US per share dividend, an increase
of 12.5% over last year's cash dividend payment, after adjustment for the
2-for-1 stock split effected on June 15, 1999.

The Company also reported that it will propose a subsequent 3-for-1 stock split
to be effective the day after the cash dividend payment date.

Commenting on these proposals, Mr. Pasquale Pistorio, President and Chief
Executive Officer said, "We have recommended the cash dividend increase in
recognition of ST's solid earnings performance in 1999. The objective of the
stock split proposal is to make our shares more accessible to a broader group of
potential shareholders and to increase trading liquidity".

STMicroelectronics also reported that based on current market conditions and
information available to date, it anticipates revenues for the first quarter
ending April 1, 2000 to surpass $1.6 billion, exceeding earlier expectations.
Further, higher unit demand, increased capacity and improved product mix are
expected to enable the Company to report a significant sequential increase in
quarterly earnings per diluted share in the first quarter. In the fourth quarter
of 1999, the Company reported earnings per diluted share of $0.62.

Mr. Pistorio commented, "The market recovery and the unprecedented demand for
ST's products have accelerated since we reported 1999 year-end earnings on
January 20, 2000. First quarter 2000 financial performance is benefiting from
additional internal capacity, greater use of external foundry sources and better
pricing in memory products, particularly FLASH devices."

STMicroelectronics will report its full financial results for the first quarter
on April 18, 2000.



STMicroelectronics                                                          2/2



Some of the above statements are forward-looking statements that involve a
number of risks and uncertainties. In addition to factors discussed above, among
the other factors that could cause actual results to differ materially are the
following: general business and economic conditions such as possible future
financial turbulence; the cyclicality of the semiconductor and electronic
systems industries; capital requirements and the availability of funding;
competition; excess or obsolete inventory and variations in inventory valuation;
new product development and technological change, including acceptance of new
products by particular market segments; manufacturing risks; changes in customer
order patterns, including loss of key customers, order cancellations or reduced
bookings; intellectual property developments; international events and currency
fluctuations; problems in obtaining adequate raw materials on a timely basis;
and the loss of key personnel. Unfavorable changes in the above or other factors
listed under "Risk Factors" from time to time in the Company's SEC reports,
including the Prospectus dated September 16, 1999 could materially affect the
Company.

STMicroelectronics (formerly SGS-THOMSON Microelectronics) is a global
independent semiconductor company, whose shares are traded on the New York Stock
Exchange, on the Paris Bourse 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 1999, the Company's net revenues were $5.056 billion and net
earnings were $547 million. Further information on ST can be found at
www.st.com.
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For further information please contact:

STMicroelectronics
Maria Grazia Prestini                  Alessandro Brenna
Corporate Press Relations Manager      Director of Investor Relations for Europe
Tel : +39.039.603.59.01                Tel : +33.4.50.40.24.78
Tel : +33.4.50.40.25.32                Fax : +33 4 5040 2580
Fax : +33 4 5040 2540                  alessandro.brenna@st.com
mariagrazia.prestini@st.com            ------------------------
- ---------------------------


Morgen-Walke Europe
Lorie Lichtlen                         Jean-Benoit Roquette
Media Relations                        Investor Relations
Tel : +33.1.47.03.68.10                Tel : +33.1.47.03.68.10
llichtlen@mweurope.com                 jbroquette@mweurope.com



                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


Date: March 23, 2000                       STMicroelectronics N.V.



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