##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
      þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    May 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number 0-7422
      STANDARD MICROSYSTEMS
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  DELAWARE(State or other jurisdiction
    of
    incorporation or organization)

11-2234952(I.R.S. Employer
    Identification No.)80 Arkay Drive, Hauppauge, New York(Address of principal
    executive offices)

11788-3728(Zip
    Code)   Registrants telephone number, including area code:
 (631) 435-6000
   þ o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
   
 PART I  FINANCIAL
    INFORMATIONItem 1.


Financial Statements


3Condensed Consolidated Balance Sheets as of
    May 31, 2008 and February 29, 2008


3Condensed Consolidated Income Statements for the
    Three Month Periods Ended May 31, 2008 and 2007


4Condensed Consolidated Statements of Cash Flows
    for the Three Month Periods Ended May 31, 2008 and 2007


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


26Item 4.


Controls and Procedures


28PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings


28Item 1A.


Risk Factors


29Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


29Item 3.


Defaults Upon Senior Securities


29Item 4.


Submission of Matters to a Vote of Security
    Holders


29Item 5.


Other Information


29Item 6.


Exhibits


30Signature


31Certification of Principal Executive OfficerCertification of Principal Financial OfficerSection 1350 Certifications   2




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##### Table of Contents



PART I  Item 1. 
    Financial
    Statements  STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
 (in
    thousands)
  May 31,


February 29,2008


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
79,630


$
61,641Accounts receivable, net


47,018



52,877Inventories


62,125



58,885Deferred income taxes


16,589



16,347Other current assets


10,643



8,566Total current assets


216,005



198,316Property, plant and equipment, net


61,512



60,547Goodwill


107,580



105,463Intangible assets, net


36,060



36,930Long-term investments


101,445



124,469Deferred income taxes


10,416



10,464Other assets


3,312



3,287TOTAL ASSETS

$
536,330


$
539,476LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
29,978


$
29,700Deferred income on shipments to distributors


17,442



20,766Accrued expenses, income taxes and other liabilities


30,675



29,001Total current liabilities


78,095



79,467Deferred income taxes


8,007



7,928Other liabilities


14,786



15,992Commitments and contingenciesShareholders equity:Preferred stock






Common stock


2,625



2,619Additional paid-in capital


316,185



312,499Retained earnings


178,529



174,051Treasury stock, at cost


(83,386
)


(72,652
)Accumulated other comprehensive income


21,489



19,572Total shareholders equity


435,442



436,089TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
536,330


$
539,476    3




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED INCOME STATEMENTS
 (in
    thousands, except per share amounts)
  Three Months EndedMay 31,2008


2007(Unaudited)Product sales

$
89,762


$
78,513Intellectual property revenues


3,028



3,03392,790



81,546Costs and expenses:Costs of goods sold (exclusive of amortization shown below)


44,359



38,851Research and development


18,335



17,989Selling, general and administrative


23,599



20,247Amortization of intangible assets


1,780



1,641Income from operations


4,717



2,818Interest income


1,743



1,402Interest expense


(72
)


(85
)Other (expense) income, net


(155
)


334Income before provision for income taxes


6,233



4,469Provision for income taxes


1,755



1,267Net income

$
4,478


$
3,202Basic net income per share:

$
0.20


$
0.14Diluted net income per share:

$
0.20


$
0.14Weighted average common shares outstanding:Basic


22,456



22,790Diluted


22,887



23,445    4




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in
    thousands)
  May 31,2008


2007(Unaudited)Cash flows from operating activities:Net income

$
4,478


$
3,202Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


5,192



5,013Foreign exchange (gains) losses


(98
)


30Excess tax benefits from stock-based compensation


(110
)


(271
)Stock-based compensation


5,575



4,109Deferred income taxes


(270
)


(137
)Deferred income on shipments to distributors


(3,324
)


3,901Sales returns and allowances


(95
)


195Changes in operating assets and liabilities:Accounts receivable


6,310



400Inventories


(2,777
)


1,211Accounts payable, accrued expenses and other liabilities


(4,406
)


(6,376
)Income taxes payable


1,158



(3,285
)Other changes, net


(1,909
)


407Net cash provided by operating activities


9,724



8,399Cash flows from investing activities:Capital expenditures


(2,808
)


(3,174
)Purchases of investments






(164,252
)Sales of investments


21,000



148,270Net cash provided by (used in) investing activities


18,192



(19,156
)Cash flows from financing activities:Excess tax benefits from stock-based compensation


110



271Proceeds from issuance of common stock


809



4,972Purchases of treasury stock


(10,734
)


Repayments of obligations under capital leases and notes payable


(684
)


(637
)Net cash (used in) provided by financing activities


(10,499
)


4,606Effect of foreign exchange rate changes on cash and cash
    equivalents


572



(44
)Net increase (decrease) in cash and cash equivalents


17,989



(6,195
)Cash and cash equivalents at beginning of period


61,641



36,255Cash and cash equivalents at end of period

$
79,630


$
30,060    5




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1.
    BASIS OF
    PRESENTATION      Form 10-K, Form 10-K).
      2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Form 10-K)
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of
    SFAS 115
  Fair Value Measurements SFAS 157-1
 6




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  SFAS 157-2 SFAS 157-1 SFAS 157-2
  SFAS 157-2,
    
    Level 1  Quoted prices in active markets
    for identical assets or liabilities.
    Level 2  Observable inputs, other than
    Level 1 prices, such as quoted prices in active markets for
    similar assets and liabilities, quoted prices for identical or
    similar assets and liabilities in markets that are not active,
    or other inputs that are observable or can be corroborated by
    observable market data.
    Level 3  Unobservable inputs that are
    supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities. This
    includes certain pricing models, discounted cash flow
    methodologies and similar techniques that use significant
    unobservable inputs.    (in thousands)
  Classification onGross


Gross


Aggregate


Balance SheetUnrealized


Unrealized


Fair


Short-Term


Long-TermMay 31, 2008

Cost


Gains


Losses


Value


Investments


InvestmentsEquity Securities

$
143


$
3


$
(39
)

$
107


$



$
107Auction Rate Securities


103,375







(2,037
)


101,338







101,338Money Market


65,284











65,284







$
168,802


$
3


$
(2,076
)

$
166,729


$



$
101,445   Classification onGross


Gross


Aggregate


Balance SheetUnrealized


Unrealized


Fair


Short-Term


Long-TermFebruary 29, 2008

Cost


Gains


Losses


Value


Investments


InvestmentsEquity Securities

$
143


$
2


$
(51
)

$
94


$



$
94Auction Rate Securities


124,375











124,375







124,375Money Market


47,405











47,405







$
171,923


$
2


$
(51
)

$
171,874


$



$
124,469    7




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  available-for-sale.
  available-for-sale in thousands
  Estimated FairCost


ValueDue in one year or less

$



$
Due in one year through five years


16,000



15,631Due in five years through ten years


8,000



8,000Due in ten through twenty years


17,400



17,077Due in over twenty years


51,975



50,630Other  no contractual due date


10,000



10,000Total

$
103,351


$
101,338     in thousands
  Total Fair


Fair Value Measurements atValue at


Report Date Using5/31/2008


Level 1


Level 2


Level 3Assets:Equity Securities

$
107


$
107


$



$
Auction rate securities


101,338







28,975



72,363Money market funds


65,284



65,284







Other assets-cash surrender value


1,582







1,582



Total Assets:

$
168,311


$
65,391


$
30,557


$
72,363Liabilities:Accrued expenses-Foreign exchange contracts

$
(2,061
)

$



$
(2,061
)

$
Total Liabilities:

$
(2,061
)

$



$
(2,061
)

$
Net

$
166,250


$
65,391


$
28,496


$
72,363      8




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    in thousands
  AuctionRateSecuritiesBalance as of March 1, 2008 (Auction Rate Securities with
    failed auctions)

$
124,375Transfers out to level 2 (Auction Rate Securities with
    market inputs)


(28,975
)Sales of Level 3 investments


(21,000
)Total gains and losses:Included in earnings (realized)


Unrealized losses included in accumulated other comprehensive
    income


(2,037
)Balance as of May 31, 2008

$
72,363         Expected Term


3 yearsIlliquidity Discount


1.22%Discount Rate


4.68%      9




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    3.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Principles The Meaning of
    Present Fairly in Conformity with Generally Accepted Accounting
    Principles
 10




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  4.
    COMPREHENSIVE
    INCOME    (in thousands)
  Three MonthsEnded May 31,2008


2007Net income

$
4,478


$
3,202Other comprehensive income:Change in foreign currency translation adjustments


3,760



1,666Change in unrealized gain (loss) on investments, net of taxes


(1,955
)


3Change in minimum pension liability adjustment, net of taxes


112



47Total comprehensive income

$
6,395


$
4,918   (in
    thousands)
  May 31,


February 29,2008


2008Unrealized losses on investments

$
(1,968
)

$
(13
)Foreign currency items


23,197



19,437Minimum pension liability adjustment


260



148Total accumulated other comprehensive income

$
21,489


$
19,572   5.
    NET
    INCOME PER SHARE    (in
    thousands)
  Three MonthsEnded May 31,2008


2007Average shares outstanding for basic net income per share


22,456



22,790Dilutive effect of stock options and unvested restricted stock
    awards


431



655Average shares outstanding for diluted net income per share


22,887



23,445    11




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  6.
    INVESTMENTS        7.
    GOODWILL
    AND INTANGIBLE ASSETS    Goodwill and Other Intangible Assets
     12




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  (in
    thousands)
  May 31, 2008


February 29, 2008Accumulated





AccumulatedCost


Amortization


Cost


AmortizationPurchased technologies

$
41,861


$
20,303


$
41,175


$
18,680Customer relationships and contracts


12,812



5,138



12,396



4,588Other


841



478



812



435Total  finite-lived intangible assets


55,514



25,919



54,383



23,703Trademark


6,465







6,250



$
61,979


$
25,919


$
60,633


$
23,703     (in thousands)
  Period

AmountRemainder of fiscal 2009

$
4,612Fiscal 2010

$
6,125Fiscal 2011

$
6,096Fiscal 2012

$
6,083Fiscal 2013

$
6,059Fiscal 2014 and thereafter

$
620   8.
    OTHER
    BALANCE SHEET DATA  first-in, (in thousands)
  May 31,


February 29,2008


2008Raw materials

$
1,382


$
1,140Work-in-process


23,212



25,045Finished goods


37,531



32,700$
62,125


$
58,885  13




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  (in thousands)
  May 31,


February 29,2008


2008Land

$
578


$
578Buildings and improvements


33,350



32,885Machinery and equipment


123,498



119,587157,426



153,050Less: accumulated depreciation


(95,914
)


(92,503
)$
61,512


$
60,547   May 31,


February 29,2008


2008Accrued expenses, income taxes and other current liabilities
    (in thousands):Compensation, incentives and benefits

$
9,886


$
11,881Stock appreciation rights


7,364



4,507Supplier financing  current portion


2,808



2,780Income taxes


2,437



1,433Foreign exchange contracts payable


2,061



1,369Other


6,119



7,031$
30,675


$
29,001   May 31,


February 29,2008


2008Other liabilities (in thousands):Retirement benefits

$
7,259


$
7,670Income taxes


4,213



4,313Supplier financing  long-term portion


3,184



3,897Other


130



112$
14,786


$
15,992   9.
    COMMON
    STOCK REPURCHASE PROGRAM   14




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  10.  OTHER
    (EXPENSE) INCOME, NET
  (in thousands)
  Three Months


Three MonthsEnded


EndedMay 31, 2008


May 31, 2007Realized and unrealized foreign currency transaction losses

$
(249
)

$
(24
)Gain on sale of EPCO bankruptcy claim






316(Losses) gains on disposal of property


(1
)


3Other miscellaneous income


95



39$
(155
)

$
334   11.
    INCOME
    TAXES  Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109 Accounting for Income Taxes
        12.
    BUSINESS
    RESTRUCTURING      13.
    BENEFIT
    AND INCENTIVE PLANS (INCLUDING SHARE-BASED PAYMENTS)   15




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    Share-Based Payments (in
    thousands)
  Three Months


Three MonthsEnded


EndedMay 31, 2008


May 31, 2007Costs of goods sold

$
530


$
377Research and development


1,778



1,843Selling, general and administrative


3,785



2,587Stock-based compensation expense under SFAS 123R, before
    income tax benefit


6,093



4,807Tax benefit


2,193



1,731Stock-based compensation expense under SFAS 123R, after
    income tax benefit

$
3,900


$
3,076   Employee
    and Director Stock Option Plans
    (shares
    in thousands)
  WeightedAverage


WeightedExercise


AverageFiscal 2009


Prices


Contractual


AggregateShares


per Share


Term


Intrinsic ValueOptions outstanding, March 1, 2008


3,413


$
22.58Granted


89


$
30.60Exercised


(50
)

$
16.99Canceled, forfeited or expired


(114
)

$
22.64Options outstanding, May 31, 2008


3,338


$
22.87



6.4


$
32,866,710Options exercisable, May 31, 2008


1,807


$
20.11



5.1


$
22,589,252    16




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
      Three Months


Three MonthsEnded


EndedMay 31, 2008


May 31, 2007Dividend yield






Expected volatility


49
%


52
%Risk-free interest rates


3.07
%


4.59
%Expected lives (in years)


4.88



4.46   Restricted
    Stock Awards
    (shares in
    thousands)
  AverageNumber of


Grant-DateShares


Fair ValueRestricted stock shares outstanding, March 1, 2008


210


$
27.52Granted


26


$
29.49Canceled or expired


(12
)

$
30.94Vested


(61
)

$
18.18Restricted stock shares outstanding, May 31, 2008


163


$
31.03     Stock
    Appreciation Rights Plans
   17




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
    (shares in
    thousands)
  WeightedAverage


WeightedExercise


AverageFiscal 2009


Prices


Contractual


AggregateShares


per Share


Term


Intrinsic ValueSARs outstanding, March 1, 2008


2,711


$
27.66Granted


881


$
29.43Exercised


(7
)

$
18.48Canceled or expired


(72
)

$
26.92SARs outstanding, May 31, 2008


3,513


$
28.14



8.35


$
16,627,622SARs exercisable, May 31, 2008


694


$
25.44



7.33


$
5,013,390       Three Months


Three MonthsEnded


EndedMay 31, 2008


May 31, 2007Dividend yield






Expected volatility


49
%


52
%Risk-free interest rates


2.09-3.07
%


4.72-4.86
%Expected lives (in years)


1.21-4.84



1.79-4.34   Retirement
    Plans
   18




---



##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  (in
    thousands)
  Three MonthsEnded May 31,2008


2007Components of net periodic benefit costs:Service cost  benefits earned during the period

$
118


$
133Service cost  benefits forfeited during the period


(140
)


Interest cost on projected benefit obligations


105



87Amortization of net obligation


61



65Net periodic pension expense

$
144


$
285   May 31,


February 29,2008


2008Amounts recognized in accumulated other comprehensive
    income:Transition obligation

$
185


$
246Net income


(583
)


(583
)Prior service cost






Total amount recognized in accumulated other comprehensive income

$
(398
)

$
(337
)       14.
    COMMITMENTS
    AND CONTINGENCIES  United
    States Customs Liability Payment
    OPTi,
    Inc. Patent Infringement Lawsuit
  patents-in-suit.
 19




---



##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (Continued)
  15.
    SUPPLEMENTAL
    CASH FLOW DISCLOSURES    16.
    OPERATING
    SEGMENT INFORMATION  Disclosures about Segments of
    an Enterprise and Related Information.
  17.
    SUBSEQUENT
    EVENT     20




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
 QUARTERLY REPORT ON FORM 10-Q
 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008
 Item 2. Managements
    Discussion and Analysis of Financial Conditions and Results of
    Operations  GENERAL
  Financial Statements Form 10-Q
  Forward-Looking
    Statements
    Form 10-K Form 10-Q Risk Factors
  Description
    of Business
   21




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES & ESTIMATES
        
    Revenue Recognition
    Inventory Valuation
    Valuation of Long-Lived Assets
    Accounting for and Valuation of Share-Based Payments
    Accounting for Income Taxes and Uncertain Tax Positions
    Legal Contingencies  Form 10-K Financial Statements Fair
    Value Measurements (SFAS 157).
  RESULTS
    OF OPERATIONS
  Sales
    and Revenues
   22




---



##### Table of Contents



Costs
    of Goods Sold
    Research
    and Development Expenses
    Selling,
    General and Administrative Expenses
    Amortization
    of Intangible Assets
    Interest
    and Other Income (Expense)
   23




---



##### Table of Contents



Provision
    for Income Taxes
          LIQUIDITY &
    CAPITAL RESOURCES
        $19-33 million Financial
    Statements
   24




---



##### Table of Contents



COMMITMENTS
    AND CONTINGENCIES
  United
    States Customs Liability Payment
    OPTi,
    Inc. Patent Infringement Lawsuit
  patents-in-suit.
 25




---



##### Table of Contents



RECENT
    ACCOUNTING PRONOUNCEMENTS
  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement
    No. 133
  The
    Hierarchy of Generally Accepted Principles The Meaning of
    Present Fairly in Conformity With Generally Accepted Accounting
    Principles
 Item 3. Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
   26




---



##### Table of Contents



Financial Statements
    Equity
    Price Risk
    Foreign
    Currency Risk
       27




---



##### Table of Contents



Commodity
    Price Risk
   Item 4. Controls
    and Procedures     PART II Item 1. Legal
    Proceedings  patents-in-suit.
 28




---



##### Table of Contents



Item 1.A. Risk
    Factors  Form 10-Q Forms 10-K, 10-Q 8-K,
  Form 10-K,
 Item 2. Unregistered
    Sales of Equity Securities and Use of Proceeds          TotalNumber ofShares


MaximumTotal





Purchased as


Number ofNumber of


Average


Part of Publicly


Shares thatShares


Price per


Announced


may Yet bePeriod

Purchased


Share


Plans


PurchasedMarch 2008


59,765


$
28.03



59,765



529,240April 2008


192,380


$
29.37



192,380



1,336,860
*May 2008


115,156


$
29.60



115,156



1,221,704Total


367,301


$
29.22



367,301     *
    
    An additional 1 million shares were authorized in April
    2008 for repurchase. Item 3. Defaults
    Upon Senior Securities   Item 4. Submission
    of Matters to a Vote of Security Holders   Item 5. Other
    Information   29




---



##### Table of Contents



Item 6. Exhibits  10
.1*



Form of fiscal year 2009 Management Incentive Plan Award,
    incorporated by reference to Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed on April 30, 2008.10
.2*



Amendment to Standard Microsystems Corporation 2006 Employee
    Stock Appreciation Rights Plan, incorporated by reference to
    Exhibit 10.2 to the Registrants
    Form 8-K
    filed on April 30, 2008.10
.3*



Amendment to 2005 Inducement Stock Option and Restricted Stock
    Plan of Standard Microsystems Corporation, incorporated by
    reference to Exhibit 10.3 to the Registrants
    Form 8-K
    filed on April 30, 2008.10
.4*



Transition Agreement dated June 3, 2008 by and between
    Steven J. Bilodeau and Standard Microsystems Corporation,
    incorporated by reference to Exhibit 99.1 to the
    Registrants
    Form 8-K
    filed on June 6, 2008.31
.1



Certification of Principal Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Principal Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Indicates a management or compensatory plan or arrangement. 30




---



##### Table of Contents



SIGNATURE      By:
    /s/  Joseph
    S. Durko         31




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.



Description10
.1*



Form of fiscal year 2009 Management Incentive Plan Award,
    incorporated by reference to Exhibit 10.1 to the
    Registrants
    Form 8-K
    filed on April 30, 2008.10
.2*



Amendment to Standard Microsystems Corporation 2006 Employee
    Stock Appreciation Rights Plan, incorporated by reference to
    Exhibit 10.2 to the Registrants
    Form 8-K
    filed on April 30, 2008.10
.3*



Amendment to 2005 Inducement Stock Option and Restricted Stock
    Plan of Standard Microsystems Corporation, incorporated by
    reference to Exhibit 10.3 to the Registrants
    Form 8-K
    filed on April 30, 2008.10
.4*



Transition Agreement dated June 3, 2008 by and between
    Steven J. Bilodeau and Standard Microsystems Corporation,
    incorporated by reference to Exhibit 99.1 to the
    Registrants
    Form 8-K
    filed on June 6, 2008.31
.1



Certification of Principal Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Principal Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    indicates a management or compensatory plan or arrangement. 32