SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
            --------------------------------------------------------

                                    FORM 10-Q
             -------------------------------------------------------

           [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 2001

                                       OR

          [ ] 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 11-2234952
       -------------------------------------------------------------------

                         (State or other jurisdiction of
                        (I.R.S. Employer incorporation or
                        organization) Identification No.)

                   80 ARKAY DRIVE, HAUPPAUGE, NEW YORK, 11788
      --------------------------------------------------------------------

               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 631-435-6000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                            Yes ____X____ No ________

As of November 30, 2001, there were 16,069,817 shares of the registrant's common
stock outstanding.
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
                                                                    November 30,       February 28,
                                                                       2001               2001
                                                                      -----               ----
                                                                    (Unaudited)
Assets
Current assets:
<S>                                                              <C>                <C>
  Cash and cash equivalents                                      $    130,556       $     99,545
  Short-term investments                                                3,600              9,629
  Accounts receivable, net of allowance for doubtful
    accounts of $450 and $362, respectively                            22,103             16,776
  Inventories                                                          19,847             31,999
  Deferred income taxes                                                 7,409              8,718
  Other current assets                                                  4,482              7,080
-------------------------------------------------------------------------------------------------

       Total current assets                                           187,997            173,747
-------------------------------------------------------------------------------------------------

Property, plant and equipment, net                                     25,642             35,492
Investment in Chartered Semiconductor                                   9,690             13,001
Deferred income taxes                                                   7,517              2,019
Other assets                                                           13,332             14,839
-------------------------------------------------------------------------------------------------

                                                                 $    244,178       $    239,098
=================================================================================================

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                               $      7,848       $     11,721
  Deferred income on shipments to distributors                          5,716              6,672
  Accrued expenses, income taxes and other liabilities                 15,600              8,972
-------------------------------------------------------------------------------------------------

        Total current liabilities                                      29,164             27,365
-------------------------------------------------------------------------------------------------

Other liabilities                                                       6,854              5,812

Commitments and contingencies

Minority interest in subsidiary                                        11,634             11,606

Shareholders' equity:
  Preferred stock, $.10 par value
    authorized 1,000,000 shares, none outstanding                       -                  -
  Common stock, $.10 par value
    authorized 30,000,000 shares,
    issued 17,178,000 and 17,082,000
    shares, respectively                                                1,718              1,708
  Additional paid-in capital                                          117,879            116,515
  Retained earnings                                                    85,086             79,052
  Treasury stock, 1,108,000 and 998,000 shares,
    respectively, at cost                                              (9,963)            (8,330)
  Accumulated other comprehensive income                                1,806              5,370
-------------------------------------------------------------------------------------------------

        Total shareholders' equity                                    196,526            194,315
-------------------------------------------------------------------------------------------------

                                                                 $    244,178       $    239,098
=================================================================================================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.
<PAGE>
STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                              Three Months Ended            Nine Months Ended
                                                          -------------------------------------------------------

                                                                 November 30,                  November 30,
                                                          ---------------------------   -------------------------

                                                              2001            2000          2001          2000
                                                              ----            ----          ----          ----

Sales and revenues:
<S>                                                       <C>             <C>           <C>            <C>
  Product sales                                           $  34,644       $  46,616     $  95,274      $ 129,829
  Licensing revenues                                         29,970             314        30,565          1,216
-----------------------------------------------------------------------------------------------------------------
                                                             64,614          46,930       125,839        131,045

Cost of goods sold                                           24,315          27,502        61,581         77,305
-----------------------------------------------------------------------------------------------------------------

Gross profit                                                 40,299          19,428        64,258         53,740

Operating expenses:
Research and development                                      8,793           8,991        24,800         24,361
Selling, general and administrative                           9,896           9,160        25,399         26,650
Restructuring costs                                           8,019             -           8,019           -
-----------------------------------------------------------------------------------------------------------------

  Income from operations                                     13,591           1,277         6,040          2,729

  Interest income                                               813           1,550         2,872          4,193
  Other income (expense), net                                  (481)            202         1,131         27,712
-----------------------------------------------------------------------------------------------------------------

Income before provision for income taxes
  and minority interest                                      13,923           3,029        10,043         34,634

Provision for income taxes                                    4,749             775         3,313         12,468

Minority interest in net income (loss) of subsidiary            (21)             42            28             82
-----------------------------------------------------------------------------------------------------------------

Income from continuing operations                             9,195           2,212         6,702         22,084

Gain on sale of (loss from) discontinued operations
  (net of income taxes of ($64), - , ($360) and $2,799)        (116)            -            (668)         4,765
-----------------------------------------------------------------------------------------------------------------

Net income                                                $   9,079       $   2,212     $   6,034      $  26,849
=================================================================================================================

Basic net income per share:
  Income from continuing operations                       $   0.57        $   0.14      $   0.42       $   1.39
  Gain on sale of (loss from) discontinued operations        (0.01)             -          (0.04)          0.30
-----------------------------------------------------------------------------------------------------------------

Basic net income per share                                $   0.56        $   0.14      $   0.38       $   1.69
=================================================================================================================

Diluted net income per share:
  Income from continuing operations                       $   0.56        $   0.13      $   0.40       $   1.29
  Gain on sale of (loss from) discontinued operations        (0.01)             -          (0.04)          0.28
-----------------------------------------------------------------------------------------------------------------

Diluted net income per share                              $   0.55        $   0.13      $   0.36       $   1.57
=================================================================================================================

Weighted average common shares outstanding:
  Basic                                                      16,071          15,983        16,090         15,890
  Diluted                                                    16,525          17,574        16,799         17,111
</TABLE>

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<TABLE>
<CAPTION>
                                                               Nine Months Ended November 30,
                                                               ------------------------------

                                                                   2001              2000
                                                               -----------       ------------

Cash flows from operating activities:
<S>                                                            <C>               <C>
  Cash received from customers and licensees                   $  119,229        $  124,817
  Cash paid to suppliers and employees                            (93,744)         (114,261)
  Interest received                                                 3,806             2,980
  Interest paid                                                      (108)             (166)
  Income taxes paid                                                  (556)           (7,199)
---------------------------------------------------------------------------------------------

    Net cash provided by operating activities                      28,627             6,171
---------------------------------------------------------------------------------------------

Cash flows from investing activities:
  Capital expenditures                                             (3,637)          (10,100)
  Sales of property, plant and equipment                            2,022               696
  Sales of long-term investments and options                        1,063            37,127
  Purchases of short-term investments                              (7,600)          (10,632)
  Sales of short-term investments                                  13,629             3,003
  Other                                                               (64)              (99)
---------------------------------------------------------------------------------------------

    Net cash provided by investing activities                       5,413            19,995
---------------------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                              686             2,599
  Purchases of treasury stock                                      (1,633)           (2,827)
  Repayments of obligations under capital leases                     (703)             (686)
---------------------------------------------------------------------------------------------

    Net cash used for financing activities                         (1,650)             (914)
---------------------------------------------------------------------------------------------

Effect of foreign exchange rate changes on cash and cash
equivalents                                                          (330)             (198)

Net cash provided by (used for) discontinued operation             (1,049)           12,370
---------------------------------------------------------------------------------------------

Net increase in cash and cash equivalents                          31,011            37,424
Cash and cash equivalents at beginning of period                   99,545            73,405
---------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                     $  130,556        $  110,829
=============================================================================================


Reconciliation of income from continuing operations to net
cash provided by operating activities:

Income from continuing operations                              $    6,702        $   22,084
Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:
  Depreciation and amortization                                     9,343             8,843
  Gains on sales of investments and property                       (1,659)          (27,850)
  Asset revaluations                                                5,337              -
  Other adjustments, net                                              116              (117)
  Changes in operating assets and liabilities:
    Accounts receivable                                            (5,295)           (6,588)
    Inventories                                                    12,024            (8,670)
    Accounts payable and accrued expenses and other liabilities     3,169            13,292
    Other changes, net                                             (1,110)            5,177
---------------------------------------------------------------------------------------------

Net cash provided by operating activities                      $   28,627        $    6,171
=============================================================================================
</TABLE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Organization and Basis of Presentation

     The accompanying  unaudited condensed consolidated financial information of
     Standard Microsystems  Corporation and subsidiaries,  referred to herein as
     "SMSC" or "the  Company",  has been prepared in accordance  with  generally
     accepted  accounting  principles and reflects all  adjustments,  consisting
     only of normal  recurring  adjustments,  which in management's  opinion are
     necessary  to state fairly the  Company's  financial  position,  results of
     operations  and cash  flows as of and for the three and nine  months  ended
     November  30, 2001 and 2000.  The February  28, 2001  Consolidated  Balance
     Sheet was derived from audited financial statements on that date.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  disclosure of  contingent  assets and  liabilities  at the date of the
     financial  statements,  as well as the  reported  amounts  of  revenue  and
     expenses during the reporting period.  Actual results may differ from those
     estimates,   and  such   differences  may  be  material  to  the  financial
     statements.  These condensed  consolidated  financial  statements should be
     read in conjunction with the audited consolidated  financial statements for
     the year ended February 28, 2001 included in the Company's Annual Report on
     Form  10-K,  as filed on May 25,  2001  with the  Securities  and  Exchange
     Commission.  The results of operations  for the three and nine months ended
     November  30,  2001 are not  necessarily  indicative  of the  results to be
     expected for any future periods.

     Certain fiscal 2001 items have been  reclassified  to conform to the fiscal
     2002 presentation.


2.   Balance Sheet Data

     Inventories  are valued at the lower of first-in,  first-out cost or market
     and consist of the following (in thousands):

                                   Nov. 30, 2001    Feb. 28, 2001
     ------------------------------------------------------------
      Raw Materials               $        490     $         558
      Work in Process                   10,339            22,859
      Finished Goods                     9,018             8,582
     ------------------------------------------------------------

                                  $     19,847     $      31,999
     ============================================================
<PAGE>
     Property, plant and equipment consists of the following (in thousands):


                                         Nov. 30, 2001     Feb. 28, 2001
     --------------------------------------------------------------------
      Land                             $      3,434       $     3,434
      Buildings and Improvements             29,223            29,540
      Machinery and Equipment                76,676            82,794
     --------------------------------------------------------------------
                                            109,333           115,768
      Less: accumulated depreciation         83,691            80,276
     --------------------------------------------------------------------
                                       $     25,642       $    35,492
     ====================================================================

3.   Net Income (Loss) Per Share

     Basic net income (loss) per share is based upon the weighted-average number
     of common shares outstanding  during the period.  Diluted net income (loss)
     per share is computed using the weighted-average  common shares outstanding
     during the period,  plus the  dilutive  effect of shares  issuable  through
     stock options.

     The shares used in  calculating  basic and  diluted  net income  (loss) per
     share are reconciled as follows (in thousands):

                                         Three Months Ended    Nine Months Ended
                                            November 30,          November 30,
                                         ---------------------------------------
                                           2001      2000      2001      2000
                                         --------  --------  -------- ----------

     Average shares outstanding for
      basic net income (loss) per share   16,071    15,983    16,090    15,890

     Dilutive effect of stock options        454     1,591       709     1,221
     ---------------------------------------------------------------------------

     Average shares outstanding for
      diluted net income (loss)
      per share                           16,525    17,574    16,799    17,111
     ===========================================================================

4.   Comprehensive Income

     The  Company's  other  comprehensive  income  consists of foreign  currency
     translation  adjustments from those  subsidiaries not using the U.S. dollar
     as their functional currency,  and unrealized gains and losses on long-term
     equity investments.  The components of the Company's  comprehensive  income
     (loss) for the three and nine month  periods  ended  November  30, 2001 and
     2000 were as follows (in thousands):
<PAGE>
                                         Three Months Ended    Nine Months Ended
                                            November 30,          November 30,
                                        ----------------------------------------
                                          2001      2000         2001     2000
                                        --------  ----------  --------- --------

   Net income                           $ 9,079  $  2,212     $ 6,034  $ 26,849
     Other comprehensive income (loss):
     Change in foreign currency
     translation adjustment                (537)     (567)       (685)     (311)
     Change in unrealized gain on
     investments                         (1,471)  (16,888)     (2,879)  (32,269)
   -----------------------------------------------------------------------------

   Total comprehensive income (loss)    $ 7,071  $(15,243)    $ 2,470  $ (5,731)
   =============================================================================

5.   Business Restructuring

     In November 2001, the Company's  Board of Directors  approved  management's
     plan to exit the PC chipset business, redirect the Company's resources, and
     increase  its  focus on  leveraging  its core  technologies  toward  higher
     growth,  higher  margin  businesses.  This  restructuring  was announced on
     December 3, 2001.  In line with this  decision and the  sustained  economic
     difficulties of the semiconductor marketplace,  during the third quarter of
     fiscal 2002, the Company eliminated 55 positions, or 11% of its work force,
     primarily  within  engineering and development  staff. The Company recorded
     pretax  charges of $9.3  million  during the third  quarter to reflect  the
     costs of this restructuring.

     The components of the restructuring charges were as follows (in thousands):

                                            Cost of      Restructuring
                                          goods sold         costs
    ---------------------------------------------------------------------

     Excess and obsolete inventory         $ 1,275         $     -
     Write-down of assets                        -           5,340
     Non-cancelable lease obligations            -           1,870
     Workforce reduction                         -             309
     Other charges                               -             500
    ---------------------------------------------------------------------

                                           $ 1,275         $ 8,019
    =====================================================================

6.   Discontinued Operations

     The  Company  is  involved  in  several  legal  actions  relating  to  past
     divestitures  of divisions  and business  units.  These  divestitures  were
     accounted for as discontinued operations, and accordingly, costs associated
     with these actions are reported as a Loss from  discontinued  operations on
     the  Consolidated  Statement of Income.  These costs  totaled  $180,000 and
     $1,028,000,  before applicable income tax benefits of $64,000 and $360,000,
     for the three and nine month periods ended November 30, 2001, respectively.

     During the first  quarter of fiscal 2001,  the Company sold the majority of
     its  ownership  interest in Standard  MEMS,  Inc. and realized an after-tax
     gain of  $4,765,000,  which  appears  as a Gain  on  sale  of  discontinued
     operations  on the  Consolidated  Statement  of Income for the nine  months
     ended November 30, 2000.  Standard  MEMS,  Inc. was organized in June 1999,
     upon the Company's sale of the assets of its former  Foundry  Business Unit
     to New Jersey-based IOTA, Inc.
 <PAGE>
7.   Sales of Facilities

     During the first quarter of fiscal 2002, the Company sold two underutilized
     facilities.  Combined  proceeds  from these sales were  $2,105,000,  before
     related  expenses,  and  the  sales  resulted  in a  net  pre-tax  gain  of
     approximately  $600,000,  which is included within Other income  (expense),
     net.

8.   New Accounting Pronouncements

     In July 2001, the Financial  Accounting Standards Board issued Statement of
     Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and
     SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires
     the use of the purchase method of accounting for all business  combinations
     initiated   after  June  30,   2001,   thereby   eliminating   use  of  the
     pooling-of-interests  method.  SFAS No.142  requires  goodwill  and certain
     other  intangible  assets to be tested for impairment at least annually and
     written down only when impaired,  replacing the current accounting practice
     of ratably  amortizing these items.  Intangible  assets other than goodwill
     that have a finite life will be  amortized  over their useful  lives.  This
     statement will apply to existing goodwill and intangible assets,  beginning
     with fiscal years starting  after December 15, 2001.  Early adoption of the
     statement will be permitted for companies with fiscal years beginning after
     March 15, 2001, for which first quarter financial  statements have not been
     issued. The Company currently does not expect these  pronouncements to have
     any impact on its results of  operations or financial  position.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
     Retirement Obligations".  This Statement addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement costs. It applies to
     legal obligations  associated with the retirement of long-lived assets that
     result from the acquisition,  construction, development and (or) the normal
     operation of a long-lived asset, except for certain obligations of lessees.
     SFAS 143 is  effective  for  financial  statements  issued for fiscal years
     beginning  after June 25, 2002. The Company  currently does not expect this
     pronouncement  to have any impact on its results of operations or financial
     position.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-lived Assets".  This statement establishes a
     single accounting model, based upon the framework  established in SFAS 121,
     "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
     Assets to be Disposed of", for long-lived  assets to be disposed of by sale
     and addressed  significant  implementation  issues.  This statement will be
     effective for fiscal years  beginning  after December 15, 2001. The Company
     currently  does not  expect  this  pronouncement  to have any impact on its
     results of operations or financial position.
<PAGE>
9.   Technology and Patent License Agreements with Intel Corporation

     In  1987,  the  Company  and  Intel  Corporation  (Intel)  entered  into an
     agreement   providing  for,  among  other  things,   a  broad,   worldwide,
     non-exclusive  patent  cross-license  between the two  companies,  covering
     manufacturing processes and products, thereby providing each company access
     to the other's current and future patent portfolios.

     In  September  1999,  the two  companies  announced a  technology  exchange
     agreement (the  Agreement)  that would allow SMSC to accelerate its ongoing
     development of  Intel-compatible  chipset  products.  Chipset  products are
     integrated  circuits that  communicate  with the  microprocessor  (CPU) and
     assist in controlling the flow of information within a personal computer or
     similar application.  The Agreement provides, among other things, for Intel
     to  transfer  certain  intellectual   property  related  to  Intel  chipset
     architectures  to SMSC,  and provides SMSC the  opportunity to supply Intel
     chipset components along with its own chipset solutions. The Agreement also
     limits  SMSC's  rights  regarding   Northbridges  and  Intel   Architecture
     Microprocessors under the 1987 agreement.

     The  Agreement  includes  provisions  for  its  termination  under  certain
     circumstances. Under one such provision, beginning in the third year of the
     Agreement  and  annually  thereafter,  SMSC  can  elect  to  terminate  the
     Agreement  should SMSC not achieve  certain minimum chipset revenue amounts
     set forth in the  Agreement,  unless Intel pays SMSC an amount equal to the
     shortfall  between the minimum  revenue  amount and the actual  revenue for
     that period.  Should the  Agreement  terminate  under this  provision,  the
     limitations  imposed by the Agreement on the  Northbridge  rights under the
     1987 agreement  terminate  immediately,  and the limitations imposed by the
     Agreement on the microprocessor  rights under the 1987 agreement  terminate
     12 months later.  Should Intel elect to make the revenue  amount  shortfall
     payment,  the  provisions  of the  Agreement  will  remain in force for the
     subsequent  12-month period,  for which another minimum revenue amount will
     be  applicable,  and at the end of which a  similar  termination  event may
     arise.  Minimum chipset revenue amounts are $30 million,  $45 million,  and
     $60 million for the 12 months ending  September 21, 2001,  2002,  and 2003,
     respectively,  and  increase  by 10% for each  succeeding  12-month  period
     following 2003, until expiration of the Agreement in July 2007.

     In September 2001,  SMSC notified Intel of a chipset  revenue  shortfall of
     approximately  $29.6 million for the 12 months ended September 21, 2001. In
     November  2001,  the Company  received a $29.6 million  payment from Intel,
     which is  reported  as  licensing  revenue  on the  Company's  Consolidated
     Statements of Income for the three and nine months ended November 30, 2001.
     There can be no  assurance  whatsoever  that  Intel  will  elect to pay any
     future revenue shortfalls to SMSC under the Agreement.

10.  Litigation

     In  October  2000,  Standard  Microsystems   Corporation  was  named  as  a
     defendant,  along with several other semiconductor  suppliers,  in a patent
     infringement  lawsuit filed by U.S.  Philips  Corporation  (Philips) in the
     United States  District  Court for the Southern  District of New York (U.S.
     Philips  Corporation  v. Analog  Devices,  Inc., et al, Case Number 00 CIV.
     7426).  The Complaint  filed in the suit alleged that some of the Company's
     products infringe one Philips patent, and was seeking injunctive relief and
     unspecified damages.

     In November  2001, the Company and Philips agreed to settle the dispute and
     to file a joint  motion to dismiss all claims.  As part of the  settlement,
     the parties have  entered into a  nonexclusive  licensing  agreement  under
     which SMSC is a licensee of the previously disputed Philips' patent rights.
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This  discussion  should be read in  conjunction  with the  unaudited  condensed
consolidated  financial  statements and related notes included in Item 1 of this
Quarterly Report, and the audited  consolidated  financial  statements,  related
notes and  Management's  Discussion  and  Analysis  for the  fiscal  year  ended
February 28, 2001, contained in the Company's 2001 Annual Report.

The following  discussion and analysis may contain  forward-looking  statements.
These forward-looking  statements are based upon information currently available
to management and are subject to certain risks and uncertainties.  Actual future
results  could  differ  significantly  from those  expressed or implied by these
forward-looking  statements.  These  risks and  uncertainties  include,  without
limitation,  those described within this discussion,  and also under the heading
"Other Factors That May Affect Future  Operating  Results"  within the Company's
Annual Report on Form 10-K filed with the Securities and Exchange  Commission on
May 25, 2001.

Business Restructuring and Other Non-Recurring Charges

On  December 3, 2001 the  Company  announced  that it was exiting the PC chipset
business,  and had  eliminated 55 positions or 11% of its  worldwide  workforce,
primarily  within its engineering and  development  staff.  The Company had been
investing significant resources,  particularly during the past several years, in
the development and marketing of PC chipset products.

This  decision  follows  a series  of  changes  over  the past two  years in the
industry outlook for the PC chipset business, including excess industry capacity
and eroding  margins.  In  addition,  the current,  unprecedented  semiconductor
market downturn has prevented SMSC from remaining  profitable  while  continuing
its  significant  investment in PC chipset  products.  By exiting the PC Chipset
business, the Company believes that it can better focus on and leverage its core
technologies  toward higher  growth,  higher margin  businesses,  targeting more
predictable returns on investment.

The  Company's  operating  results for the three months ended  November 30, 2001
include charges of $9.3 million for costs  associated  with this  restructuring,
including  $1.3  million for excess and obsolete  inventories  which is reported
within Cost of goods sold.

The Company also  incurred  approximately  $1.4  million of other  non-recurring
charges during the third quarter of fiscal 2002. These charges included costs of
a litigation  settlement,  professional  fees,  and the  write-down of an equity
investment.

Licensing Revenue

In  November  2001,  the Company  received a $29.6  million  payment  from Intel
Corporation, under the terms of its September 1999 chipset agreement with Intel.
Further  details in this regard are provided  within this  discussion  under the
caption "Technology and Patent License Agreements with Intel Corporation" below.
This payment was recorded as  licensing  revenue in the third  quarter of fiscal
2002.

Revenues

Revenues for the third  quarter of fiscal 2002 were $64.6  million,  compared to
$46.9  million for the third  quarter of fiscal 2001.  This increase in revenues
primarily  reflects  the   aforementioned   $29.6  million  payment  from  Intel
Corporation.  Product sales (exclusive of licensing revenue) for the three-month
period ending  November 30, 2001 were $34.6  million,  compared to $46.6 million
for the  three-month  period ending November 30, 2000. This reduction in product
sales was due to lower unit volumes  shipped  compared to the  preceding  year's
three-month  period,  reflecting the current year's broad,  ongoing  slowdown in
demand for semiconductor products.

Revenues  for the nine months  ended  November  30,  2001 were  $125.8  million,
compared to $131.0 million reported for the nine months ended November 30, 2000.
Product sales for the current year's  nine-month  period were was $95.3 million,
compared to $129.8 million for the nine-month  period ending  November 30, 2000.
Consistent with the third  quarter's  revenue  comparison,  revenue from product
sales decreased as a result of lower unit shipments.

International  product sales were  approximately  92% of total product sales for
the three months ended  November 30, 2001,  compared to 77% for the three months
ended  November 30, 2000.  For the  nine-month  period ended  November 30, 2001,
international product sales were 89% of total product sales, compared to 75% for
the nine-month  period ended November 30, 2000.  Asia and the Pacific Rim region
continues  to  represent  the dominant  location  for the  Company's  shipments,
reflecting   the  region's  high   concentration   of  the  world's   electronic
manufacturing  and assembly  activity.  Several of the Company's  customers have
increased  their  manufacturing  activity in this  region  during the past year.
Product  sales from Asia and the Pacific  Rim region  were 83% of total  product
sales for the three-month  period ending November 30, 2001,  compared to 62% for
the  three-month  period  ending  November  30,  2000.  For the  current  year's
nine-month  period,  product sales from Asia and the Pacific Rim region were 80%
of total product sales, compared to 61% in the prior year's nine-month period.

Gross Profit

Gross profit was $40.3 million in the third quarter of fiscal 2002,  compared to
$19.4 million in the  corresponding  year-earlier  quarter.  For the nine months
ended  November 30,  2001,  gross  profit was $64.3  million,  compared to $53.7
million for the prior year's nine month period.

Included within gross profit for both the three and nine month periods of fiscal
2002 is the $29.6 million licensing payment from Intel  Corporation,  as well as
$1.3 million of inventory obsolescence charges resulting from the Company's exit
from the PC chipset business.  Excluding these items, gross profit for the three
months  ending  November  30, 2001 was $12.0  million,  or 34.3% of revenues (as
adjusted  for the payment from Intel),  compared to $19.4  million,  or 41.4% of
revenues  for the year  earlier  three-month  period.  For the nine months ended
November 30, 2001,  gross profit,  as adjusted,  was $35.9 million,  or 37.3% of
adjusted  revenues,  compared to $53.7  million,  or 41.0% of revenues,  for the
corresponding  year-earlier  nine-month  period.  This reduction in gross profit
percentage  for both the three and nine month  periods is  principally  due to a
$1.6 million  inventory  obsolescence  charge  recorded in the third  quarter of
fiscal 2002 resulting from reduced customer demand, including reduced demand for
several  high-volume  products  by one of the  Company's  larger  customers.  In
addition, there has been a modest shift in product mix away from higher margined
embedded  products and towards lower margined Advanced I/O devices during fiscal
2002.  The reduced  customer  demand is indicative of current  overall  business
conditions  within the  semiconductor  marketplace,  not of a  reduction  of the
Company's share of the markets it serves. On the contrary,  the Company believes
that it has gained market share in the Advanced I/O marketplace  during the past
year, reflecting several new high-volume design wins.

<PAGE>
Operating Expenses

Research and  development  expenses  were $8.8  million in the third  quarter of
fiscal 2002, compared to $9.0 million in the corresponding year-earlier quarter.
For the nine months ended November 30, 2001,  research and development  expenses
were $24.8  million,  compared to $24.4 million for the first nine months of the
prior fiscal year. Research and development  expenses are expected to decline in
the fourth quarter of fiscal 2002, to between $6.5 million and $7.0 million,  as
a result of the previously described business restructuring.

Selling,  general and  administrative  expenses  were $9.9  million in the third
quarter of fiscal  2002,  compared to $9.2  million for the prior  year's  third
quarter.  The  increase in the current  year's  third  quarter  reflects  higher
professional fees as well as the impact of a litigation settlement. For the nine
months ended November 30, 2001,  selling,  general and  administrative  expenses
were $25.4 million, compared to $26.6 million for the corresponding year-earlier
period.  The decline in fiscal  2002,  compared to fiscal 2001,  reflects  lower
commission and incentive  costs  associated  with lower revenues in fiscal 2002.
Selling,  general  and  administrative  costs are  expected  to be between  $7.5
million and $8.0 million in the fourth quarter of fiscal 2002.

As noted earlier,  the Company recorded an $8.0 million  restructuring charge in
the third  quarter of fiscal  2002  resulting  from its  decision to exit the PC
chipset business.

Other Income and Expense

Interest  income was $0.8 million and $2.9  million in the three and  nine-month
periods ended November 30, 2001, respectively, compared to $1.6 million and $4.2
million in the corresponding year-earlier periods. These decreases reflect lower
interest rates on cash and short-term  cash equivalent  investments  held by the
Company.

Other income  (expense),  net,  totaled  $(0.5)  million and $1.1 million in the
three and nine month periods ended November 30, 2001, respectively,  compared to
$0.2 million and $27.7 million in the corresponding  year-earlier periods. Other
income (expense), net for the current three-month period includes the write-down
of  an  equity  investment   accounted  for  on  the  cost  method,   reflecting
management's  judgement  of a permanent  impairment  in its value.  Other income
(expense) for the nine months ended November 30, 2001 includes gains on the sale
of long-term  equity  investments and also includes gains of $0.6 million on the
sale of two underutilized facilities.

Other income (net) for the three and nine month periods ending November 30, 2000
includes  gains  realized on sales of a portion of the  Company's  investment in
Singapore-based Chartered Semiconductor  Manufacturing Ltd. (Chartered), as well
as proceeds from sales of call options covering a portion of its Chartered stock
holdings. The gains totaled $24.2 million for the nine months ended November 30,
2000,  while  proceeds  from sales of call  options  were $0.7  million and $2.2
million for the three and nine-month periods ended November 30, 2000.

Income Taxes

The Company  recorded a tax  provision  of $4.7 million and $3.3 million for the
three and nine-month periods ending November 30, 2001, respectively, compared to
$0.8  million  and  $12.5  million  in  the  comparable   year-earlier  periods.
Generally, the Company's income tax rate includes the federal, state and foreign
statutory tax rates,  the impact of certain  permanent  differences  between the
book and tax accounting treatment of certain expenses,  the impact of tax-exempt
income and various tax credits.

Discontinued Operations

The Company is involved in several legal actions  relating to past  divestitures
of divisions  and business  units.  These  divestitures  were  accounted  for as
discontinued  operations,  and accordingly,  costs associated with these actions
totaling $0.1 million and $0.6 million,  net of income taxes,  for the three and
nine-month  periods ending  November 30, 2001,  respectively,  are reported as a
Loss from discontinued  operations on the Consolidated  Statement of Operations.

During the nine-month  period ending November 30, 2000, the Company sold most of
its ownership  interest in Standard MEMS, Inc. and realized an after-tax gain of
$4.8 million. Standard MEMS, Inc. was organized in June 1999, upon the Company's
sale of the assets of its former Foundry Business Unit to New Jersey-based IOTA,
Inc.

Technology and Patent License Agreements with Intel Corporation

In 1987,  the Company and Intel  Corporation  (Intel)  entered into an agreement
providing  for, among other things,  a broad,  worldwide,  non-exclusive  patent
cross-license between the two companies,  covering  manufacturing  processes and
products,  thereby  providing  each  company  access to the other's  current and
future patent portfolios.

In September 1999, the two companies  announced a technology  exchange agreement
(the Agreement)  that would allow SMSC to accelerate its ongoing  development of
Intel-compatible chipset products. Chipset products are integrated circuits that
communicate with the microprocessor  (CPU) and assist in controlling the flow of
information  within a personal  computer or similar  application.  The Agreement
provides,  among  other  things,  for  Intel to  transfer  certain  intellectual
property  related to Intel chipset  architectures to SMSC, and provides SMSC the
opportunity  to supply  Intel  chipset  components  along  with its own  chipset
solutions.  The Agreement also limits SMSC's rights  regarding  Northbridges and
Intel Architecture Microprocessors under the 1987 agreement.

The  Agreement   includes   provisions   for  its   termination   under  certain
circumstances.  Under one such  provision,  beginning  in the third  year of the
Agreement  and annually  thereafter,  SMSC can elect to terminate  the Agreement
should SMSC not achieve certain minimum chipset revenue amounts set forth in the
Agreement,  unless Intel pays SMSC an amount equal to the shortfall  between the
minimum  revenue  amount  and the actual  revenue  for that  period.  Should the
Agreement  terminate  under  this  provision,  the  limitations  imposed  by the
Agreement  on  the  Northbridge  rights  under  the  1987  agreement   terminate
immediately,  and the limitations imposed by the Agreement on the microprocessor
rights under the 1987 agreement terminate 12 months later. Should Intel elect to
make the revenue amount shortfall payment,  the provisions of the Agreement will
remain in force for the subsequent  12-month  period,  for which another minimum
revenue amount will be applicable, and at the end of which a similar termination
event may arise.  Minimum chipset revenue amounts are $30 million,  $45 million,
and $60 million for the 12 months  ending  September 21, 2001,  2002,  and 2003,
respectively,  and increase by 10% for each succeeding 12-month period following
2003, until expiration of the Agreement in July 2007.

In  September  2001,  SMSC  notified  Intel of a chipset  revenue  shortfall  of
approximately  $29.6  million for the 12 months ended  September  21,  2001.  In
November 2001, the Company received a $29.6 million payment from Intel, which is
reported as licensing revenue on the Company's Consolidated Statements of Income
for the three and nine months ended November 30, 2001. There can be no assurance
whatsoever  that Intel will elect to pay any future  revenue  shortfalls to SMSC
under the Agreement.
<PAGE>
Liquidity and Capital Resources

The Company's cash,  cash  equivalents  and short-term  investments  were $134.2
million as of November 30, 2001,  compared to $109.2  million as of February 28,
2001.

During the first nine  months of fiscal  2002,  operating  activities  generated
$28.6 million of cash,  while investing  activities  provided $5.4 million,  and
financing  activities  consumed $1.7 million.  Discontinued  operations consumed
$1.0 million of cash.

The cash provided by the operating  activities  primarily reflects the licensing
payment of $29.6 million  received from Intel  Corporation in November 2001. The
cash  provided by  investment  activities  includes  $6.0 million (net) from the
maturity of  short-term  investments,  as well as $2.0  million from the sale of
underutilized  real  estate  and $1.1  million  from sales of  long-term  equity
investments.

During the current  year's  nine-month  period,  the Company  purchased  110,000
shares of treasury stock for $1.6 million.

The purchases of capital  equipment  were $3.6 million for the first nine months
of fiscal 2002. Total fiscal 2002 capital  expenditures are expected to be below
the $14.6 million of such expenditures incurred in fiscal 2001.

Accounts receivable increased to $22.1 million at November 30, 2001, compared to
$16.8  million at February 28, 2001,  reflecting an increase in product sales in
the third  quarter of fiscal 2002 as  compared  to the fourth  quarter of fiscal
2001.  The Company's  accounts  receivable are  substantially  all current as of
November 30, 2001.

The Company's  inventories  decreased by approximately  $12.2 million,  to $19.8
million,  during the first nine months of fiscal 2002. This reduction includes a
$1.3 million  write-down of inventory from exiting the PC chipset business,  and
the Company's continued realignment of inventories with current demand.

The decline in accounts payable, from $11.7 million at February 28, 2001 to $7.8
million  at  November  30,  2001,  resulted  from a lower  volume  of  inventory
purchases. The increase in accrued expenses,  income taxes and other liabilities
to $15.6 million at November 30, 2001,  compared to $9.0 million at February 28,
2001, reflects a $5.0 million increase in income taxes payable.

The Company has considered in the past,  and will continue to consider,  various
possible  transactions  to  secure  necessary  foundry  manufacturing  capacity,
including equity investments in, prepayments to, or deposits with foundries,  in
exchange  for  guaranteed  capacity  or other  arrangements  which  address  the
Company's manufacturing requirements.

The Company believes that its existing cash, cash equivalents and investments on
hand,  together with cash that it expects to generate from its operations,  will
be sufficient  to meet future  operating and capital needs for at least the next
twelve months.


Other Factors That May Affect Future Operating Results

The Company's operating results are subject to general economic conditions and a
variety of risks characteristic of the semiconductor and related industries. For
a further  discussion of such risks,  see "Other  Factors That May Affect Future
Operating  Results" included within Part I, Item 1 - "Business" in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the fiscal year ended February 28, 2001.
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest  Rate Risk - The  Company's  exposure  to  interest  rate risk  relates
primarily to its investment  portfolio.  The primary  objective of the Company's
investment  portfolio  management is to invest  available cash while  preserving
principal  and  meeting  liquidity  needs.  In  accordance  with  the  Company's
investment policy,  investments are placed with high credit-quality  issuers and
the amount of credit exposure to any one issuer is limited.

The majority of the Company's short-term investments have original maturities of
three months or less and are  therefore  classified as cash  equivalents.  As of
November  30,  2001,  the  Company's  $3.6  million  of  short-term  investments
consisted of fixed-income  investments  with maturities of between three and six
months. The Company periodically holds fixed-income investments in corporate and
municipal  obligations with maturities of between three and twelve months. These
securities, like all fixed income instruments, are subject to interest rate risk
and will vary in value as market  interest rates  fluctuate.  If market interest
rates were to increase  immediately and uniformly by 10% the fair value of these
short-term  investments would decline by an immaterial  amount.  The Company has
the ability to hold its fixed income  investments  until  maturity and therefore
would  not  expect  operating  results  or  cash  flows  to be  affected  to any
significant degree by the effect of a sudden change in market interest rates.

Equity  Price  Risk - The  Company  is  exposed  to an equity  price risk on its
investment in Chartered  Semiconductor  Manufacturing,  Ltd. and other  publicly
traded equity  investments.  For every 10% adverse change in the market value of
Chartered Semiconductor common stock, the Company would experience a decrease of
approximately  $1.1  million to its  November  30, 2001  investment  value.  The
Company has sold call options on this  security in the past and may do so in the
future to reduce some of this market risk.

Foreign Currency Risk - The Company has international sales and expenditures and
is therefore  subject to certain  foreign  currency rate  exposure.  The Company
conducts a  significant  amount of its business in Asia.  In order to reduce the
risk from fluctuation in foreign exchange rates,  most of the Company's  product
sales and all of its  arrangements  with its foundry,  test and assembly vendors
are  denominated in U.S.  dollars.  Transactions  in the Japanese market made by
Toyo Microsystems  Corporation  (TMC), the Company's  majority owned subsidiary,
are  denominated in Japanese yen. The Company has never received a cash dividend
(repatriation of cash) from TMC nor does it expect to receive such a dividend in
the near  future.  The  Company  has not entered  into any  significant  foreign
currency hedging activities.
<PAGE>
PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

In October 2000,  Standard  Microsystems  Corporation  was named as a defendant,
along with  several  other  semiconductor  suppliers,  in a patent  infringement
lawsuit  filed  by U.S.  Philips  Corporation  (Philips)  in the  United  States
District Court for the Southern District of New York (U.S.  Philips  Corporation
v. Analog Devices,  Inc., et al, Case Number 00 CIV. 7426).  The Complaint filed
in the suit alleged  that some of the  Company's  products  infringe one Philips
patent, and was seeking injunctive relief and unspecified damages.

In November  2001,  the Company and Philips  agreed to settle the dispute and to
file a joint  motion to  dismiss  all  claims.  As part of the  settlement,  the
parties have entered into a nonexclusive licensing agreement under which SMSC is
a licensee of the previously disputed Philips' patent rights.

In October 1997,  the Company sold an 80.1%  interest in SMC  Networks,  Inc., a
then-newly-formed  subsidiary  comprised  of its former  local  area  networking
division,  to  an  affiliate  of  Accton  Technology  Corporation  (Accton).  In
consideration for the sale, the Company received $40.2 million in cash, of which
$2.0 million was placed in an escrow  account,  scheduled for release in January
1999, to secure the Company's indemnity obligations under the agreement.

In December 1998,  Accton  notified the Company and the escrow agent of Accton's
intention to seek  indemnification and damages from the Company in excess of $10
million  by reason of  alleged  misrepresentations  and  inadequate  disclosures
relating  to the  transaction  and  other  alleged  breaches  of  covenants  and
representations in the related  agreements.  Based upon those  allegations,  the
escrow  account was not released to the Company as scheduled in January 1999. In
January 1999, SMSC filed an action in the Supreme Court of New York (the Action)
against Accton, SMC Networks, Inc. and other parties, seeking the release of the
escrow  account to the  Company on the grounds  that  Accton's  allegations  are
without merit, and seeking payment of  approximately  $1.6 million (the majority
of which is included within other assets on the Company's  Consolidated  Balance
Sheet at  February  28,  2001) owed to the  Company  by SMC  Networks,  Inc.  In
November  1999,  the Court  issued an order  staying the Action and directed the
parties  to  arbitration  under  the  arbitration  provisions  of  the  original
transaction  agreements.  In July 2000,  the  Company  asserted  various  claims
against Accton and its affiliates, including claims for fraud, improper transfer
of profits,  mismanagement,  breach of fiduciary duties and payment default. The
parties are now proceeding with arbitration of this dispute.

The  Company  remains  confident  that it  negotiated  and fully  performed  its
obligations  under the  Agreements  with Accton in good faith and  considers the
claims  against it to be without  merit.  The  Company is  vigorously  defending
itself against the allegations  made by Accton and,  although it is not possible
at this  time to assess  the  likelihood  of any  liability  being  established,
expects that the outcome will not be material to the Company.  Furthermore,  the
Company is pursuing recovery of damages and other relief from Accton pursuant to
the  Company's  claims,  but the  likelihood  of any such  recovery  also cannot
currently be established.
<PAGE>
ITEM 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     None.

(b)  Reports on Form 8-K

     None.
<PAGE>
                                    SIGNATURE


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.



                                      STANDARD MICROSYSTEMS CORPORATION


DATE:  January 14, 2002                  /S/     Andrew M. Caggia
                                          ------------------------
                                                (Signature)

                                          Andrew M. Caggia
                                          Senior Vice President -
                                          Finance (duly authorized
                                          officer) and Chief Financial
                                          Officer (principal financial
                                          officer)