FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Pepe Alexander 2. Date of Event Requiring Statement (Month/Day/Year) 02/11/2005 3. Issuer Name and Ticker or Trading Symbol FREESCALE SEMICONDUCTOR INC [FSL] (Last) (First) (Middle) C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Manufacturing 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) AUSTIN, TX 78735 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Freescale Semiconductor, Inc. Class A Common Stock (1) (2) 16,970 D   Freescale Semiconductor, Inc. Class B Common Stock (3) (4) 1,157.93 D   Freescale Semiconductor, Inc. Class B Common Stock (3) (4) 132.001 D (8) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Nonqualified stock option (right to buy)	  (5)	07/16/2014	Class A Common Stock	29,000	$ 13	D	Â
Nonqualified stock option (right to buy)	03/16/2005	03/16/2011	Class A Common Stock	2,700	$ 13.34	D	Â
Nonqualified stock option (right to buy)	10/01/2005	10/01/2011	Class A Common Stock	2,700	$ 14.44	D	Â
Nonqualified stock option (right to buy)	  (6)	05/06/2013	Class A Common Stock	17,823	$ 7.53	D	Â
Nonqualified stock option (right to buy)	  (7)	05/07/2012	Class A Common Stock	11,882	$ 13.37	D	Â
Nonqualified stock option (right to buy)	12/02/2004	12/20/2007	Class A Common Stock	20,523	$ 8.23	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pepe Alexander C/O FREESCALE SEMICONDUCTOR, INC. 6501 WILLIAM CANNON DRIVE WEST AUSTIN, TX 78735	Â	Â	  Senior VP, Manufacturing	Â

Signatures

/s/ Alexander Pepe by Susan Wittliff under Power of Attorney		02/22/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Under the terms of the spinoff described in Footnote 3, Issuer replaced all of Reporting Person's unvested Motorola Restricted Stock with Restricted Stock Units to acquire Issuer's Class A Common Stock. The conversion ratio was 1.0802 shares of Issuer's Class A Common Stock for each unvested share of Motorola stock.
(2)	The restricted stock units settle in Class A Common Stock only, and the reporting person must be an employee of the Issuer on the vesting date. 14,500 of the restricted stock units vest 25% per year on each anniversary of the grant date so that the units are fully vested on the fourth anniversary of the grant date. 1,658 of the restricted stock units vest on November 1, 2005, and 812 of the restricted stock units vest on November 27, 2005.
(3)	On November 9, 2004, Motorola, Inc. ("Motorola") issued a press release announcing that Motorola would distribute its remaining equity interest in Issuer on December 2, 2004 to Motorola shareholders of record on November 26, 2004 (the "Record Date"). On December 2, 2004, Motorola distributed .110415 of a share of Issuer's Class B Common Stock for each outstanding share of Motorola common stock owned by Motorola shareholders on the Record Date. Motorola delivered cash in lieu of fractional share interests to Motorola shareholders entitled to receive less than one share of Issuer's Class B Common Stock. Effective with the distribution, Motorola is no longer a controlling stockholder of the Company. Exchange Act Rule 16a-9(a) exempts the receipt of the shares acquired via the distribution.
(4)	Freescale Semiconductor, Inc. Class B Common Stock is traded on the New York Stock Exchange under the trading symbol "FSL.B".
(5)	Only vested shares can be exercised. 33 1/3% of the shares vest on the first anniversary of the grant date; 33 1/3% of the shares vest on the second anniversary of the grant date; 34% of the shares vest on the third anniversary of the grant date so that the option is fully vested on the third anniversary of the grant date.
(6)	Only vested shares can be exercised; 33 1/3% of the shares vest on May 6, 2005, 33 1/3% of the shares vest on May 6, 2006, and the remaining 33 1/3% of the shares vest on May 6, 2007.
(7)	Only vested shares can be exercised; 50% of the shares vest on May 7, 2005, and the remaining 50% of the shares vest on May 7, 2006.
(8)	Shares are held in the name of Reporting Person and his wife. Reporting Person shares voting and investment power of these shares with his spouse.

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