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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

October 2, 2002
Date of report (Date of earliest event reported)

ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)

         
Delaware   000-30419   36-3840979
(State or other jurisdiction of incorporation)   (Commission
File Number) 		  (I.R.S. Employer Identification Number)
ON Semiconductor Corporation        
5005 E. McDowell Road        
Phoenix, Arizona       85008
(Address of principal executive offices)       (Zip Code)

602-244-6321
(Registrant’s telephone number, including area code)

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Item 5. Other Events.

Attached to this Current Report as Exhibit 99 is a copy of a news release for ON Semiconductor Corporation dated October 2, 2002 titled “ON Semiconductor Applies to Transfer to Nasdaq SmallCap Market.”

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

  (a)   Financial Statements of Businesses Acquired
 
      Not applicable.
 
  (b)   Pro Forma Financial Information
 
      Not applicable.
 
  (c)   Exhibits
     
Exhibit No.   Description
 
99   News release for ON Semiconductor Corporation dated October 2, 2002 titled “ON Semiconductor Applies to Transfer to Nasdaq SmallCap Market”

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SIGNATURES

         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.

         
        ON SEMICONDUCTOR CORPORATION
        (Registrant)
Date: October 2, 2002        
    By:    /s/ G. Sonny Cave
       
        G. Sonny Cave
        Vice President and General Counsel

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EXHIBIT INDEX

     
Exhibit No.   Description
 
99   News release for ON Semiconductor Corporation dated October 2, 2002 titled “ON Semiconductor Applies to Transfer to Nasdaq SmallCap Market”

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                                                                      EXHIBIT 99

                                                  [COMPANY LOGO APPEARS HERE]


        Everett Tackett, APR                      Gary McAdam
        Public Relations                          Investor Relations
        ON Semiconductor                          ON Semiconductor
        (602) 244-4534                            (602) 244-3437
        everett.tackett@onsemi.com                gary.mcadam@onsemi.com


         ON SEMICONDUCTOR APPLIES TO TRANSFER TO NASDAQ SMALLCAP MARKET

PHOENIX, ARIZ. - OCT. 2, 2002 - ON Semiconductor (Nasdaq: ONNN), a global leader
in power and data management devices, today announced that it has applied to The
Nasdaq Stock Market, Inc. to transfer the listing of its common stock from the
Nasdaq National Market to the Nasdaq SmallCap Market.

      The transfer between markets maintains ON Semiconductor's Nasdaq
association and continued trading of the company's common stock under the symbol
ONNN. The company expects to receive Nasdaq's approval decision within 14 days
and will maintain its current National Market status pending the decision. ON
Semiconductor believes that it meets all the criteria to have its common stock
listed on the Nasdaq SmallCap Market and anticipates Nasdaq's approval of the
transfer.

      Listing on the Nasdaq SmallCap Market enables ON Semiconductor to continue
trading its common shares in a competitive, highly visible and well-regulated
market that benefits all of its shareholders. In a similar fashion to the Nasdaq
National Market, Nasdaq distributes immediate trading information on the Nasdaq
SmallCap Market through financial Web sites, financial newspapers and general
circulation newspapers so that investors can make timely and informed investment
decisions.

      ON Semiconductor plans to execute on its strategy, continue to grow its
gross margins, improve the strength of its financials and continue to build a
great company.

      As the company proceeds with this transfer, it will provide updates on its
Investor Relations Web site at http://www.onsemi.com.



ABOUT ON SEMICONDUCTOR

 ON Semiconductor (Nasdaq: ONNN) offers an extensive portfolio of power- and
data-management

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semiconductors and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and automobiles.
For more information visit ON Semiconductor's Web site at http://www.onsemi.com.

                                      # # #

ON Semiconductor and the ON Semiconductor logo are registered trademarks of
Semiconductor Components Industries, LLC. All other brand and product names
appearing in this document are registered trademarks or trademarks of their
respective holders. Although the company references its Web site in this news
release, such information on the Web site is not to be incorporated herein.

This news release includes "forward-looking statements" as that term is defined
in Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements and are often
characterized by the use of words such as "believes," "expects," "estimates,"
"projects," "may," "will," "intends," "plans," or "anticipates," or by
discussions of strategy, plans or intentions. In this news release,
forward-looking information relates to Nasdaq's approval of the company's
transfer application, and the execution of the company's strategy, growth of
gross margins and improvement of the financials, and similar matters. All
forward-looking statements in this news release are made based on management's
current expectations and estimates, which involve risks, uncertainties and other
factors that could cause results to differ materially from those expressed in
forward-looking statements. Among these factors changes in overall economic
conditions, the cyclical nature of the semiconductor industry, changes in demand
for our products, changes in inventories at our customers and distributors,
technological and product development risks, availability of raw materials,
competitors' actions, loss of key customers, order cancellations or reduced
bookings, changes in manufacturing yields, control of costs and expenses,
significant litigation, risks associated with acquisitions and dispositions,
risks associated with our substantial leverage and restrictive covenants in our
debt agreements, possible future delisting of our common stock by Nasdaq or the
transfer to the Nasdaq SmallCap Market (including impairment of the
marketability and liquidity of our common stock, the impairment of our ability
to raise capital and other risks associated with trading on the Nasdaq SmallCap
Market), risks associated with our international operations and risks involving
environmental or other governmental regulation. Additional factors that could
affect the company's future operating results are described in our Form 10-K for
the year ended December 31, 2001 under the caption "Trends, Risk and
Uncertainties" in the MD&A section, and other factors are described from time to
time in our SEC filings. Readers are cautioned not to place undue reliance on
forward-looking statements. We assume no obligation to update such information.

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