Exhibit 4

                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

  AMENDMENT  NO. 1, dated  December 8, 2000,  to Rights  Agreement  (the "Rights
  greement"),  dated January 7, 1998, between Standard Microsystems Corporation,
  a Delaware  corporation  ("Company"),  and American  Stock  Transfer and Trust
  Company,  a New York corporation  (the "Rights  Agent").  The parties agree as
  follows:

     1.   Capitalized   terms  not  otherwise   defined  herein  will  have  the
          respective meanings given them in the Rights Agreement.

     2.   The following is added at the end of Section  1(a):  "Unless the Board
          of  Directors  of  the  Company  shall  otherwise   determine,   which
          determination shall become effective for purposes hereof five Business
          Days  after  notice of such  determination  shall  have been  given to
          Citigroup  Inc.,  a  Delaware   corporation   ("Citigroup"),   neither
          Citigroup  nor any Person  controlled  (as defined in Rule 12b-2 under
          the Exchange Act) by Citigroup shall be an Acquiring  Person,  so long
          as (i) Citigroup's  beneficial ownership of Company Common Stock as of
          the date hereof does not exceed, and Citigroup hereafter does not make
          any acquisition of beneficial ownership of any Company equity security
          immediately following which Citigroup's  beneficial ownership exceeds,
          28% of Company's  outstanding Common Stock, and (ii) each of Citigroup
          and each Person  controlled by Citigroup is (and remains)  eligible to
          and does report its beneficial  ownership of Company equity securities
          on Schedule  13G. Any notice to Citigroup  shall be deemed  given,  if
          delivered  personally or by overnight courier by 4:00 PM New York City
          time on a Business  Day, on the date of delivery;  if  transmitted  by
          facsimile or email by 4:00 PM New York City time on a Business Day, on
          the date shown by electronic  confirmation of receipt;  and otherwise,
          on the first  succeeding  Business  Day  following  such  delivery  or
          receipt (as so confirmed);  or, if mailed, three days after mailing by
          registered or certified mail, return receipt  requested;  and, in each
          case,  addressed to each of: Citigroup Inc., 425 Park Avenue, New York
          NY 10043, ATTN: Director, Global Compliance, facsimile:  212-793-7908,
          email:  globalcompliance@citi.com;  and Salomon  Smith  Barney Inc., 7
          World Trade Center, New York, NY 10048,  ATTN: General Counsel,  Asset
          Management, facsimile: 212-783-4711, email: mike.rosenbaum@ssmb.com."

     3.   Except as set forth herein, the Rights Agreement remains in full force
          and effect.

  IN WITNESS  WHEREOF,  the parties have signed this  Amendment  No. 1 as of the
  date first written above.

  AMERICAN STOCK TRANSFER                   STANDARD MICROSYSTEMS
  & TRUST COMPANY                           CORPORATION

  By:    /s/   Authorized signatory         By:   /s/ Steven J. Bilodeau
             Authorized signatory           Steven J. Bilodeau
                                            President and CEO