Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
ANDERSON SCOTT ARNOLD
   2. Issuer Name and Ticker or Trading Symbol
FREESCALE SEMICONDUCTOR INC [FSL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & COO
(Last)
(First)
(Middle)
C/O FREESCALE SEMICONDUCTOR, INC., 6501 WILLIAM CANNON DRIVE WEST		 3. Date of Earliest Transaction (Month/Day/Year)
12/03/2004
(Street)

AUSTIN, TX 78735		 4. If Amendment, Date Original Filed(Month/Day/Year)
12/07/2004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Freescale Semiconductor, Inc. Class B Common Stock (1) (8) 12/02/2004   J V 11,235.2023 A $ 0 11,235.2023 D  
Freescale Semiconductor, Inc. Class A Common Stock (2) 12/03/2004   A   68,530 A $ 0 118,530 (9) D  

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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 Underlying Securities
(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 of Derivative Security: 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
Nonqualified stock option (right to buy) $ 13.34 12/03/2004   A   13,503   03/16/2005(3) 03/16/2011 Class A Common Stock 13,503 $ 0 13,503 D  
Nonqualified Stock Option (Right to Buy) $ 13.37 12/03/2004   A   43,208     (4) 05/07/2012 Class A Common Stock 43,208 $ 0 43,208 D  
Nonqualified Stock Option (Right to Buy) $ 7.53 12/03/2004   A   81,015     (5) 05/06/2013 Class A Common Stock 81,015 $ 0 81,015 D  
Nonqualified Stock Option (Right to Buy) $ 8.12 12/03/2004   A   243,045     (6) 06/17/2013 Class A Common Stock 243,045 $ 0 243,045 D  
Nonqualified Stock Option (Right to Buy) $ 8.23 12/03/2004   A   64,812     (7) 12/20/2007 Class A Common Stock 64,812 $ 0 64,812 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANDERSON SCOTT ARNOLD
C/O FREESCALE SEMICONDUCTOR, INC.
6501 WILLIAM CANNON DRIVE WEST
AUSTIN, TX 78735		       President & COO  

Signatures

 /s/ Scott A. Anderson by Susan Wittliff under PofA   03/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) Under the terms of the spinoff described in Footnote 1, 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.
(3) On March 16, 2005, the option will be fully vested and exercisable.
(4) 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.
(5) 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.
(6) Only vested shares can be exercised; 33 1/3% of the shares vest on June 17, 2005, 33 1/3% of the shares vest on June 17, 2006, and the remaining 33 1/3% of the shares vest on June 17, 2007.
(7) Only vested shares can be exercised; the shares are 100% vested on December 20, 2004.
(8) Freescale Semiconductor, Inc. Class B Common Stock is traded on the New York Stock Exchange under the trading symbol "FSL.B".
(9) The purpose of this Amendment is to report the aggregate number of shares of Issuer's Class A Common Stock held by the Reporting Person following the Motorola distribution on December 2, 2004.

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