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SEC FORM 4/A 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*
GREGOIRE JEROME N
(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 12,197 02/05/2004(1) 02/05/2014 Common Stock 12,197 $0(2) 12,197 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. Gregoire 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.
Jerome N. Gregoire, by George H. Cave as Attorney-in-Fact (4) 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY
(Jerry Gregoire)


	I hereby appoint John T. Kurtzweil, George H. Cave
and Judith A. Boyle, and each of them, attorney-in-fact
for me, each with full power of substitution, to prepare,
execute and deliver on my behalf reports required to be
filed by me pursuant to Section 16 of the Securities
Exchange Act of 1934, as amended ("Section 16"), and Rule
144 and Rule 145 under the Securities Act of 1933 (singly
or collectively (?Rule 144?)).  Among other things, each
attorney-in-fact is authorized to file original reports
(either electronically or otherwise), signed by me or on
my behalf, on Forms 3, 4 and 5, and Form 144 with the
Securities and Exchange Commission, and to provide any
necessary copies of such signed forms to The NASDAQ Stock
Market and ON Semiconductor Corporation as required by
the rules under Section 16 and Rule 144 as in effect from
time to time.

	This power of attorney is effective from the date
hereof until April 16, 2004, unless earlier revoked or
terminated.


/s/ JERRY GREGOIRE
Jerry Gregoire


Dated:  April 3, 2002