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 May 31, 2003

                                       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 ____

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _X_ No ____

As of May 31, 2003,  there were  16,816,175  shares of the  registrant's  common
stock outstanding.
<PAGE>
                        Standard Microsystems Corporation

                                    Form 10-Q
                       For the Quarter Ended May 31, 2003


                                Table of Contents
                                -----------------


Part I     Financial Information
================================

Item 1     Financial Statements:

               Condensed  Consolidated  Balance  Sheets  as of May 31,  2003 and
               February 28, 2003
               Condensed  Consolidated  Statements of  Operations  for the Three
               Months Ended May 31, 2003 and May 31, 2002
               Condensed  Consolidated  Statements  of Cash  Flows for the Three
               Months Ended May 31, 2003 and May 31, 2002
               Notes to Condensed Consolidated Financial Statements

Item 2     Management's  Discussion  and  Analysis  of  Financial  Condition and
           Results of Operations

Item 3     Quantitative and Qualitative Disclosures About Market Risk

Item 4     Controls and Procedures


Part II    Other Information
============================

Item 1     Legal Proceedings

Item 6     Exhibits and Reports on Form 8-K

Signature

Certifications

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(In thousands)


                                                     May 31,       February 28,
                                                      2003             2003
                                                 ------------     -------------

Assets
Current assets:
  Cash and cash equivalents                       $   101,807     $    90,025
  Short-term investments                               19,100          22,872
  Accounts receivable, net                             23,690          22,738
  Inventories                                          20,766          17,644
  Deferred income taxes                                10,772           8,545
  Other current assets                                 10,694           8,710
------------------------------------------------------------------------------

       Total current assets                           186,829         170,534
------------------------------------------------------------------------------

Property, plant and equipment, net                     20,080          22,257
Goodwill                                               29,773          29,773
Intangible assets, net                                  5,648           6,008
Deferred income taxes                                   8,608          11,779
Other assets                                            5,433           7,598
------------------------------------------------------------------------------

                                                  $   256,371     $   247,949
==============================================================================

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                $    13,146     $     9,114
  Deferred income on shipments to distributors          7,428           5,943
  Accrued expenses, income taxes and other
   current liabilities                                 10,167           9,838
------------------------------------------------------------------------------

        Total current liabilities                      30,741          24,895
------------------------------------------------------------------------------

Other liabilities                                       7,128           7,379

Minority interest in subsidiary                        11,724          11,663

Shareholders' equity:
  Preferred stock                                           -               -
  Common stock                                          1,863           1,859
  Additional paid-in capital                          148,234         147,655
  Retained earnings                                    79,211          77,492
  Treasury stock, at cost                             (23,454)        (23,454)
  Deferred stock-based compensation                    (2,355)         (2,102)
  Accumulated other comprehensive income                3,279           2,562
------------------------------------------------------------------------------

        Total shareholders' equity                    206,778         204,012
------------------------------------------------------------------------------

                                                  $   256,371     $   247,949
==============================================================================

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


                                                   Three Months Ended May 31,
                                                 -----------------------------

                                                      2003             2002
                                                 ------------      -----------


Sales and revenues                               $    42,721      $    34,007

Cost of goods sold                                    22,059           18,935
------------------------------------------------------------------------------

Gross profit                                          20,662           15,072

Operating expenses (income):
Research and development                               9,101            6,851
Selling, general and administrative                    9,513            8,194
Amortization of intangible assets                        360                -
Gains on real estate transactions                     (1,444)               -
------------------------------------------------------------------------------

Income from operations                                 3,132               27

Interest income                                          443              581
Other expense, net                                      (736)             (15)
------------------------------------------------------------------------------

Income before provision for income taxes
 and minority interest                                 2,839              593

Provision for income taxes                               895              154

Minority interest in net income of subsidiary             61                6
------------------------------------------------------------------------------

Income from continuing operations                      1,883              433

Loss from discontinued operations
 (net of income tax benefits of $92 and $46)            (164)             (81)
------------------------------------------------------------------------------

Net income                                       $     1,719      $       352
==============================================================================

Basic net income per share:
 Income from continuing operations               $      0.11      $      0.03
 Loss from discontinued operations                     (0.01)           (0.01)
------------------------------------------------------------------------------

Basic net income per share                       $      0.10      $      0.02
==============================================================================

Diluted net income per share:
 Income from continuing operations               $      0.11      $      0.02
 Loss from discontinued operations                     (0.01)               -
------------------------------------------------------------------------------

Diluted net income per share                     $      0.10      $      0.02
==============================================================================

Weighted average common shares outstanding:
  Basic                                               16,793           16,060
  Diluted                                             17,331           17,811


See Notes to Condensed Consolidated Financial Statements.
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

                                                   Three Months Ended May 31,
                                                 ------------------------------
                                                      2003              2002
                                                 ------------      ------------

Cash flows from operating activities:
  Cash received from customers                   $    44,274       $   36,239
  Cash paid to suppliers and employees               (42,623)         (34,502)
  Interest received                                      427              525
  Interest paid                                          (24)             (20)
  Income taxes paid                                     (125)             (70)
-------------------------------------------------------------------------------

    Net cash provided by operating activities          1,929            2,172
-------------------------------------------------------------------------------

Cash flows from investing activities:
  Capital expenditures                                (1,602)          (1,439)
  Sales of property, plant and equipment               7,071                5
  Sales of long-term investments                       1,199                -
  Purchases of short-term investments                 (9,022)         (11,795)
  Sales of short-term investments                     12,794            7,600
  Other                                                   (9)             (13)
-------------------------------------------------------------------------------

    Net cash provided by (used for) investing
     activities                                       10,431           (5,642)
-------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                  31            3,890
  Purchases of treasury stock                              -           (2,595)
  Repayments of obligations under capital
   leases and notes payable                             (438)            (264)
-------------------------------------------------------------------------------

    Net cash provided by (used for) financing
     activities                                         (407)           1,031
-------------------------------------------------------------------------------

Effect of foreign exchange rate changes on cash
 and cash equivalents                                     85              543

Cash used for discontinued operation                    (256)             (99)
-------------------------------------------------------------------------------

Net increase (decrease) in cash and cash
 equivalents                                          11,782           (1,995)

Cash and cash equivalents at beginning
 of period                                            90,025           98,065
-------------------------------------------------------------------------------

Cash and cash equivalents at end of period       $   101,807       $   96,070
===============================================================================


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

Income from continuing operations                $     1,883       $      433
Adjustments to reconcile income from continuing
 operations to net cash provided by operating
 activities:
  Depreciation and amortization                        2,750            2,179
  (Gains) and losses from sales of investments
   and property, net                                    (696)               5
  Other adjustments, net                                 (67)              (6)
  Changes in operating assets and liabilities:
    Accounts receivable                               (1,739)           1,330
    Inventories                                       (2,711)          (3,631)
    Accounts payable and accrued expenses and
     other liabilities                                 2,994            3,496
    Other changes, net                                  (485)          (1,634)
-------------------------------------------------------------------------------

Net cash provided by operating activities        $     1,929       $    2,172
===============================================================================

During the three months  ended May 31, 2003,  the Company made $3,222 of capital
expenditures which are being financed by the supplier through March 2004.

See Notes to Condensed Consolidated Financial Statements.
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.   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  the  rules  and  regulations  of the
     Securities  and  Exchange   Commission,   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 for all periods presented.

     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 sales and revenues
     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, 2003 included in the Company's annual report on
     Form  10-K,  as filed on May 29,  2003  with the  Securities  and  Exchange
     Commission.  The results of  operations  for the three months ended May 31,
     2003 are not  necessarily  indicative of the results to be expected for any
     future periods.


2.   Stock-Based Compensation

     The  Company has in effect  several  stock-based  compensation  plans under
     which incentive stock options,  non-qualified  stock options and restricted
     stock awards are granted to employees and directors.  All stock options are
     granted  with  exercise  prices  equal to the fair value of the  underlying
     shares on the date of grant.  The Company  accounts for stock option grants
     in  accordance  with  Accounting  Principles  Board  (APB)  Opinion No. 25,
     "Accounting  for Stock Issued to Employees" and  accordingly  recognizes no
     compensation  expense for the stock  option  grants.  Additional  pro forma
     disclosures as required under Statement of Financial  Accounting  Standards
     (SFAS) No. 123,  "Accounting for Stock-Based  Compensation",  as amended by
     SFAS No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
     Disclosure", are detailed below.

     For purposes of pro forma  disclosures,  the estimated fair market value of
     the Company's  options is amortized as an expense over the options' vesting
     periods.  The fair value of each option grant,  as defined by SFAS No. 123,
     is  estimated on the date of grant using the  Black-Scholes  option-pricing
     model. The Black-Scholes  model, as well as other currently accepted option
     valuation  models,  was  developed  to  estimate  the fair  value of freely
     tradable,  fully transferable  options without vesting  restrictions,  that
     significantly  differ from the Company's  stock option awards.  Because the
     Company's  employee  stock  options  have   characteristics   significantly
     different  from  those  of  traded  options,  and  because  changes  in the
     subjective input assumptions can materially affect the fair value estimate,
     in the  opinion  of  management,  the  existing  models do not  necessarily
     provide a  reliable  single  measure of the fair  value of  employee  stock
     options.

     Had  compensation  expense been recorded  under the  provisions of SFAS No.
     123, the  Company's net income (loss) and net income (loss) per share would
     have been the pro forma amounts  indicated below (in thousands,  except per
     share data):

                                                             Three Months Ended
                                                                   May 31,
                                                           ---------------------
                                                             2003         2002
     ---------------------------------------------------------------------------
     Net income - as reported                              $ 1,719      $   352
     Add:  Stock-based compensation expense included in
      net income, net of taxes - as reported                   182          120
     Deduct:  Stock-based compensation expense determined
      using fair value method, net of taxes                 (2,415)        (242)
     ---------------------------------------------------------------------------

     Net income (loss) - pro forma                         $  (514)     $   230
     ===========================================================================

     Basic and diluted net income per share -
      as reported                                          $  0.10      $  0.02
     ===========================================================================

     Basic and diluted net income (loss)
      per share - pro forma                                $ (0.03)     $  0.01
     ===========================================================================
<PAGE>


3.   Balance Sheet Data

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


                                   May 31, 2003     Feb. 28, 2003
       -----------------------------------------------------------

        Raw materials              $        686       $       761
        Work in process                   8,343             7,686
        Finished goods                   11,737             9,197
       -----------------------------------------------------------

                                   $     20,766       $    17,644
       ===========================================================

     Property, plant and equipment consists of the following (in thousands):


                                        May 31, 2003     Feb. 28, 2003
       ----------------------------------------------------------------

        Land                            $      1,571       $     3,434
        Buildings and improvements            20,265            29,927
        Machinery and equipment               83,867            81,562
       ----------------------------------------------------------------
                                             105,703           114,923
        Less: accumulated depreciation        85,623            92,666
       ----------------------------------------------------------------

                                        $     20,080       $    22,257
       ================================================================

     During the three  months  ended May 31,  2003,  the  Company  sold  certain
     portions  of its real estate  holdings,  further  details for which  appear
     within Note 10.


4.   Net Income Per Share

     Basic net income per share is calculated using the weighted-average  number
     of common  shares  outstanding  during the  period.  Diluted net income per
     share is  calculated  using the  weighted-average  number of 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 per share for
     the Condensed  Consolidated  Statements of Operations  included within this
     report are reconciled as follows (in thousands):

                                             Three Months Ended
                                                    May 31,
                                           ----------------------
                                             2003         2002
                                           ----------------------

     Average shares outstanding for
      basic net income per share               16,793      16,060

     Dilutive effect of stock options             538       1,751
     ------------------------------------------------------------

     Average shares outstanding for
      diluted net income per share             17,331      17,811
     ============================================================

     Options  covering 3.4 million and 0.1 million shares were excluded from the
     computation of average shares  outstanding for diluted net income per share
     for the three  months  ended May 31, 2003 and 2002,  respectively,  because
     their effect was antidilutive.


5.   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 equity

<PAGE>


     investments  classified  as  available-for-sale.   The  components  of  the
     Company's  comprehensive income for the three months ended May 31, 2003 and
     2002 were as follows (in thousands):


                                                          Three Months Ended
                                                                May 31,
                                                       -------------------------
                                                          2003          2002
                                                       -------------------------

     Net income                                         $  1,719      $     352
      Other comprehensive income (loss):
      Change in foreign currency  translation
       adjustment                                             38            966
      Change in unrealized gain (loss) on marketable
       equity securities, net of taxes                        14            (31)
      Reclassification adjustment for loss on
       marketable equity security included in net
       income, net of taxes                                  665              -
     ---------------------------------------------------------------------------

     Total comprehensive income                         $  2,436      $   1,287
     ===========================================================================


     During the three months ended May 31, 2003,  the Company sold its remaining
     equity  investment  in Chartered  Semiconductor  Manufacturing,  Ltd.  This
     investment was classified as  available-for-sale,  and temporary changes in
     its market value,  net of income taxes,  were included within the Company's
     Other  comprehensive   income,  and  were  presented   cumulatively  as  an
     unrealized  gain or loss,  net of income taxes,  within  Accumulated  other
     comprehensive  income on the Company's  Consolidated  Balance  Sheets.  The
     amount  presented as a  reclassification  adjustment in the preceding table
     represents  the amounts  previously  reported  within  Other  comprehensive
     income as an  unrealized  loss on this  investment,  net of  income  taxes,
     through February 28, 2003.


6.   Business Acquisition

     In June 2002, the Company  acquired all of the outstanding  common stock of
     Gain Technology Corporation (Gain), a developer and supplier of high-speed,
     high-performance analog and mixed-signal communications integrated circuits
     and proprietary  intellectual property cores, based in Tucson, Arizona, for
     initial consideration of $36.1 million.

     The  terms  of  the  acquisition  provided  that  up to  $17.5  million  of
     additional  consideration,  payable in SMSC common stock and cash, could be
     issued to Gains's former  shareholders  during fiscal 2004  contingent upon
     satisfaction of certain performance goals. It has been determined that this
     additional consideration was not earned.

     The unaudited  pro forma  results of operations  for the three months ended
     May 31, 2002 set forth below give effect to the  acquisition  of Gain as if
     it had occurred at the beginning of fiscal 2003.  Pro forma data is subject
     to certain  assumptions and estimates,  and is presented for  informational
     purposes  only.  This data does not purport to be indicative of the results
     that would have actually occurred had the acquisition occurred on the basis
     described  above,  nor do they purport to be indicative of future operating
     results.


                                                       Three Months Ended
                                                          May 31, 2002
                                                   -------------------------
     (in thousands, except per share data)           Actual       Pro forma
                                                   -------------------------

     Sales and revenues                            $ 34,007       $ 35,245
     Net income (loss)                                  352         (1,011)
     =======================================================================

     Basic and diluted net income (loss)
      per share                                    $   0.02       $  (0.06)
     =======================================================================

<PAGE>


7.   Business Restructuring

     In December 2001, the Company  announced a restructuring  plan for its exit
     from the PC chipset business.

     A summary of the activity in the reserve related to this  restructuring for
     the three months ended May 31, 2003 is as follows (in thousands):


                                         Non-cancelable
                                             lease          Other
                                          obligations      Charges     Total
     ---------------------------------------------------------------------------
     Business restructuring reserve
      at February 28, 2003                $   1,374       $     45   $   1,419
     Cash payments                             (100)             -        (100)
     ---------------------------------------------------------------------------
     Business restructuring reserve
      at May 31, 2003                     $   1,274       $     45   $   1,319
     ===========================================================================

     Payments related to  non-cancelable  lease  obligations are being paid over
     their respective terms through August 2008.


8.   Discontinued Operations

     The  Company is  currently  involved in a legal  action  relating to a past
     divestiture of a business  unit.  This  divestiture  was accounted for as a
     discontinued operation, and accordingly, costs associated with this action,
     net of income taxes, are reported as a Loss from discontinued operations on
     the Condensed  Consolidated  Statements of Operations.  These costs totaled
     $0.2  million and $0.1  million for the three months ended May 31, 2003 and
     2002, respectively, after applicable income tax benefits.


9.   Goodwill and Intangible Assets

     The Company's June 2002 acquisition of Gain Technology Corporation included
     the acquisition of $7.1 million of finite-lived intangible assets and $29.8
     million of goodwill.  In  accordance  with the  provisions of SFAS No. 142,
     this  goodwill  is not  amortized,  but is tested for  impairment  in value
     annually,  as well as when an event or  circumstance  occurs  indicating  a
     possible impairment in its value.

     All finite-lived  intangible  assets are being amortized on a straight-line
     basis over their estimated useful lives.  Existing  technologies  have been
     assigned an estimated  useful life of six years.  Customer  contracts  have
     been  assigned  useful  lives of between one and ten years (with a weighted
     average life of approximately seven years), and non-compete agreements have
     been assigned useful lives of two years.  The weighted  average useful life
     of all intangible assets is approximately six years.

     As of May 31, 2003, the Company's finite-lived  intangible assets consisted
     of the following (in thousands):


                                                Accumulated
                                   Cost         Amortization          Net
     -------------------------------------------------------------------------

     Existing technologies       $  6,179        $   1,030        $  5,149
     Customer contracts               498              204             294
     Non-compete agreements           410              205             205
      ------------------------------------------------------------------------

                                 $  7,087        $   1,439        $  5,648
     =========================================================================


     Estimated future intangible asset amortization expense for the remainder of
     fiscal 2004,  and for the five fiscal years  thereafter,  is as follows (in
     thousands):


     Period                             Amount
     -------------------------------------------

     Remainder of fiscal 2004           $   951
     Fiscal 2005                          1,114
     Fiscal 2006                          1,062
     Fiscal 2007                          1,062
     Fiscal 2008                          1,062
     Fiscal 2009                            290
     ===========================================

<PAGE>

10.  Real Estate Transactions

     During the first quarter of fiscal 2004, the Company sold certain  portions
     of its Hauppauge,  New York real estate holdings,  for combined proceeds of
     $7.0  million,  net of applicable  transaction  costs.  These  transactions
     resulted in a combined gain of $1.7 million,  $1.4 million of which related
     to  property  in  which  the  Company  has no  continued  interest  and was
     recognized  within  the  Company's  fiscal  2004  first  quarter  operating
     results, and $0.3 million of which related to property that the Company has
     leased  back from the  purchaser  and has  therefore  been  deferred.  This
     deferred gain will be recognized within the Company's  operating results on
     a  straight-line  basis  over a  30-month  period  beginning  in June 2003,
     consistent  with the term of the lease.  The Company's rent obligation over
     the term of this lease is approximately $0.9 million.


11.  Sales of Equity Investment

     During the three months ended May 31, 2003,  the Company sold its remaining
     equity investment in Chartered Semiconductor Manufacturing, Ltd., realizing
     a loss of $0.7 million, which is included within Other expense, net.


12.  Litigation

     In June 2003, Standard Microsystems Corporation was named as a defendant in
     a patent infringement  lawsuit filed by Analog Devices,  Inc. in the United
     States District Court for the District of  Massachusetts  (Analog  Devices,
     Inc. v. Standard Microsystems  Corporation,  Case Number 03 CIV 11216). The
     Complaint  filed in the suit  alleges that some of the  Company's  products
     infringe one or both of two Analog Devices'  patents,  and seeks injunctive
     relief and unspecified  damages.  The Company has reviewed and investigated
     the  allegations  in the  Complaint  and believes  that the suit is without
     merit.


13.  Recent Accounting Pronouncements

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and Disclosure - an Amendment of FASB Statement
     No. 123",  which is effective  for  financial  statements  for fiscal years
     ending after December 15, 2002, with early adoption permitted. SFAS No. 148
     enables  companies  that  choose to adopt the fair  value  based  method to
     report  the full  effect  of  employee  stock  options  in their  financial
     statements  immediately  upon adoption,  and to make available to investors
     better  and more  frequent  disclosure  about  the cost of  employee  stock
     options.  As further  discussed within Note 2, the Company will continue to
     apply the disclosure-only provisions of both SFAS No. 123 and SFAS No. 148.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments and Hedging  Activities." This statement amends and
     clarifies  financial  accounting and reporting for derivative  instruments,
     including certain derivative  instruments embedded in other contracts,  and
     for hedging  activities  under SFAS No. 133.  SFAS No. 149 is effective for
     contracts  entered into or modified  after June 30, 2003.  The Company does
     not believe that the  adoption of SFAS No. 149 will have a material  effect
     on its financial position or results of operations.
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS


     The following  discussion  should be read in conjunction with the Company's
     consolidated  condensed financial statements and notes thereto contained in
     this report.

     Portions  of this  report  may  contain  forward-looking  statements  about
     expected  future events and  financial  and operating  results that involve
     risks and  uncertainties.  These include the timely  development and market
     acceptance of new products; the impact of competitive products and pricing;
     the effect of changing  economic  conditions in domestic and  international
     markets;  changes  in  customer  order  patterns,  including  loss  of  key
     customers,  order cancellations or reduced bookings; and excess or obsolete
     inventory and variations in inventory  valuation,  among others. Words such
     as  "believe,"  "expect,"  "anticipate"  and similar  expressions  identify
     forward-looking statements. Such statements are qualified in their entirety
     by the inherent risks and uncertainties surrounding future expectations and
     may not reflect the potential impact of any future acquisitions, mergers or
     divestitures.

     Standard  Microsystems  Corporation  (the Company or SMSC)  competes in the
     semiconductor  industry,  which  has  historically  been  characterized  by
     intense competition,  rapid technological change, cyclical market patterns,
     price  erosion and periods of  mismatched  supply and demand.  In addition,
     sales of many of the Company's products depend largely on sales of personal
     computers and peripheral  devices,  and reductions in the rate of growth of
     the PC and embedded markets could adversely  affect its operating  results.
     SMSC conducts  business  outside the United States and is subject to tariff
     and import regulations and currency fluctuations,  which may have an effect
     on its business.  All forward-looking  statements speak only as of the date
     hereof and are based upon the  information  available to SMSC at this time.
     Such information is subject to change, and the Company will not necessarily
     inform  investors  of such  changes,  except as required by law.  These and
     other risks and uncertainties, including potential liability resulting from
     pending  or  future  litigation,  are  detailed  from  time  to time in the
     Company's reports filed with the Securities and Exchange  Commission (SEC).
     Investors are advised to read the Company's  Annual Report on Form 10-K and
     other quarterly reports on Form 10-Q filed with the SEC, particularly those
     sections entitled "Other Factors That May Affect Future Operating Results",
     for a more complete discussion of these and other risks and uncertainties.


     Overview
     --------

     Description of Business

     SMSC is a designer and worldwide supplier of advanced digital, mixed-signal
     and analog semiconductor  solutions for a broad range of communications and
     computing  applications in the areas of Advanced  Input/Output  (I/O),  USB
     connectivity,  networking and embedded  control  systems.  The Company is a
     fabless   semiconductor   supplier  whose  products  are   manufactured  by
     world-class third-party  semiconductor foundries and assemblers.  To ensure
     the highest  quality,  the Company  conducts a  significant  portion of its
     final testing  requirements in the Company's own  state-of-the-art  testing
     operation.

     The Company is  prominent as the world's  leading  supplier of Advanced I/O
     integrated circuits for desktop and mobile personal computers. Advanced I/O
     circuits contain a variety of individual  functions  ranging from legacy PC
     I/O to leading edge system  management,  including  flash memory,  infrared
     communications support, a real-time clock, and power management.

     The  Company  serves  the  networking  and  connectivity  markets  with its
     families of  integrated  Ethernet  and USB 2.0  products,  along with other
     products,  which  provide  solutions  for the  needs of  network  printers,
     set-top  boxes,  home  gateway  products,  automobile  navigation  systems,
     cellular  base   stations,   USB   peripherals   and  a  variety  of  other
     machine-to-machine communications applications.

     The Company's  headquarters  are located in Hauppauge,  New York,  and SMSC
     operates design and validation centers in New York, Austin,  Texas, Tucson,
     Arizona and Phoenix,  Arizona,  and has sales offices in the United States,
     Europe,  Taiwan, Korea and China. The Company conducts most of its business
     in the Japanese market through its majority-owned subsidiary, SMSC Japan.


     Critical Accounting Policies and Estimates
     ------------------------------------------

     This  discussion  and analysis of the  Company's  financial  condition  and
     results of operations is based upon the  unaudited  consolidated  condensed
     financial  statements included in this report,  which have been prepared in
     accordance  with  accounting  principles for interim  financial  statements
     generally  accepted in the United  States.  The  preparation  of  financial
     statements in conformity  with  generally  accepted  accounting  principles
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amount of assets and  liabilities  and  disclosure  of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported  amount of sales and revenues and  expenses  during the  reporting
     period.

     The Company  believes that the critical  accounting  policies and estimates
     listed below are  important to the  portrayal  of the  Company's  financial
     condition and operating results,  and require critical management judgments
     and  estimates  about  matters  that  are  inherently  uncertain.  Although
     management  believes that its judgments and estimates are  appropriate  and
     reasonable,  actual future results may differ from these estimates,  and to
     the extent that such  differences are material,  future reported  operating
     results may be affected.

        o   Revenue recognition
        o   Inventory valuation
        o   Determination of the allowance for doubtful accounts receivable
        o   Valuation of long-lived assets
        o   Accounting for deferred income tax assets
        o   Legal contingencies

     Further   information   regarding   these   policies   appears  within  the
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations"  included in the  Company's  annual report on Form 10-K for the
     fiscal year ended  February  28,  2003 filed with the SEC on May 29,  2003.
     During the three-month period ended May 31, 2003, there were no significant
     changes to any critical  accounting  policies or to the procedures  used in
     making the estimates and judgments required to apply these policies.


     Results of Operations
     ---------------------

     Sales and Revenues

     Sales and  revenues  for the three  months  ended May 31,  2003 were  $42.7
     million,  an  increase  of  approximately  26%  compared  to $34.0  million
     reported in the first quarter of the prior fiscal year. The largest portion
     of this  increase  was  attributable  to  higher  product  sales  from  the
     Company's  networking and USB  connectivity  product  lines,  both of which
     continue to achieve increased product sales from new product introductions.
     Continued market acceptance of the Company's LAN91C111  single-chip non-PCI
     Ethernet  controller  contributed  to  the  sixth  consecutive  quarter  of
     increased  networking  product sales,  while the Company's USB connectivity
     products experienced a fourth consecutive quarter of growth, driven in part
     by  several   recently-introduced   products   for  USB  2.0   connectivity
     applications.  Product  sales of PC I/O  products  were also  higher in the
     first  quarter of fiscal 2004 than in the prior  year's first  quarter,  as
     several key design wins drove an increase in unit PC I/O shipments.

     Sales and revenues from  customers  outside of North America  accounted for
     approximately  90% and 89% of the  Company's  revenues for the  three-month
     periods ended May 31, 2003 and 2002,  respectively,  the largest portion of
     which was to the Asia and  Pacific Rim region.  The  Company  expects  that
     international  shipments,  particularly to the Asia and Pacific Rim region,
     will continue to represent a significant portion of its sales and revenues.


     Gross Profit

     Gross profit for the three months ended May 31, 2003 was $20.7 million,  or
     48.4% of sales and revenues,  compared to $15.1 million,  or 44.3% of sales
     and revenues,  for the three months ended May 31, 2002. This improvement in
     gross profit reflects the impact of higher  proportionate sales and revenue
     contribution  from non-PC I/O product  lines in the current  fiscal  year's
     first quarter,  which  generally  carry higher gross profit margins than PC
     I/O  products.  Higher unit  production  during the first  three  months of
     fiscal  2004  resulted  in a  more  efficient  use of  fixed  manufacturing
     overhead costs, also contributing to the higher gross profit in the current
     period. In addition,  gross profit in the prior fiscal year's first quarter
     was  adversely  impacted by higher  charges for  slow-moving  and  obsolete
     inventory.


     Research and Development Expenses

     The semiconductor industry, and the individual markets in which the Company
     currently competes,  are highly competitive,  and the Company believes that
     the continued  investment in research and development (R&D) is essential to
     maintaining  and improving  its  competitive  position,  and to driving its
     opportunities for future growth.

     The Company's  research and development  activities are performed by a team
     of  highly-skilled  and  experienced  engineers  and  technicians,  and are
     primarily  directed  towards  the design of new  integrated  circuits,  the
     development  of new software  design tools and blocks of logic,  as well as
     ongoing cost reductions and performance improvements in existing products.

     R&D expenses were $9.1 million, or approximately 21% of sales and revenues,
     for the three  months  ended May 31,  2003,  compared to $6.9  million,  or
     approximately 20% of sales and revenues, for the three months ended May 31,
     2002. The current period's R&D expenses include the impact of the Company's
     June 2002 acquisition of Gain Technology Corporation (Gain), which added 35
     highly skilled  engineers and designers to the Company's  staff, as well as
     other  engineering  staff  additions.  Costs  associated  with  development
     programs in advanced  .18 and .25 micron  semiconductor  technologies  also
     contributed to the current period's increased R&D expenses, compared to the
     first quarter of fiscal 2003.


     Selling, General and Administrative Expenses

     Selling,   general  and  administrative  expenses  were  $9.5  million,  or
     approximately 22% of sales and revenues, for the three months ended May 31,
     2003. These expenses compare to $8.2 million, or approximately 24% of sales
     and revenues,  for the year-earlier  period.  This dollar increase reflects
     the  impact  of  additional  selling,   general  and  administrative  costs
     associated  with  the  June  2002  acquisition  of  Gain,  and  also  costs
     associated  with  additional  staff added to expand the Company's sales and
     marketing  capabilities.  The current  year's first  quarter also  reflects
     incremental  selling costs,  primarily  sales  commissions  and incentives,
     associated  with the period's  higher  product sales than those reported in
     the corresponding year-earlier period.


     Amortization of Intangible Assets

     For the three months ended May 31, 2003, the Company recorded  amortization
     expenses of $0.4 million for  intangible  assets  associated  with the June
     2002 acquisition of Gain.


     Gains on Real Estate Transactions

     During the first quarter of fiscal 2004, the Company sold certain  portions
     of its Hauppauge,  New York real estate holdings,  for combined proceeds of
     $7.0  million,  net of applicable  transaction  costs.  These  transactions
     resulted in a combined gain of $1.7 million,  $1.4 million of which related
     to  property  in  which  the  Company  has no  continued  interest  and was
     recognized  within  the  Company's  fiscal  2004  first  quarter  operating
     results, and $0.3 million of which related to property that the Company has
     leased  back from the  purchaser  and has  therefore  been  deferred.  This
     deferred gain will be recognized within the Company's  operating results on
     a  straight-line  basis  over a  30-month  period  beginning  in June 2003,
     consistent  with the term of the lease.  The Company's rent obligation over
     the term of this lease is approximately $0.9 million.


     Other Income and Expense

     Interest  income of $0.4 million for the  three-month  period ended May 31,
     2003 declined from $0.6 million for the corresponding  year-earlier  period
     reflecting lower interest rates on short-term investments.

     During the three months ended May 31, 2003,  the Company sold its remaining
     equity   investment   in  Chartered   Semiconductor   Manufacturing,   Ltd.
     (Chartered),  realizing  losses of $0.7 million,  which are included within
     Other expense, net.


     Provision For Income Taxes

     The Company's provision for income taxes from continuing  operations in the
     first  quarter of fiscal 2004 was $0.9  million,  resulting in an effective
     income tax rate of 31.5%.  The provision  for income taxes from  continuing
     operations in the prior fiscal year's first quarter was $0.2 million,  with
     an effective  income tax rate of 26.0%.  The Company  expects its effective
     tax rate on income from continuing  operations to be approximately 30.0% in
     fiscal 2004,  excluding the tax effect of the non-recurring real estate and
     equity  investment sales which occurred during the first quarter.  Taxes on
     those  non-recurring  transactions  were  provided  for  at  the  Company's
     approximate  incremental  income tax rate of 36.0%, the result of which was
     an overall  effective  income tax rate from continuing  operations that was
     slightly above 30.0% in the first quarter of fiscal 2004.

     The expected  effective income tax rate for fiscal 2004 primarily  reflects
     the statutory  Federal and state income tax rates,  adjusted for the impact
     of tax-exempt interest income and anticipated income tax credits.


     Discontinued Operations

     The  Company is  currently  involved in a legal  action  relating to a past
     divestiture of a business  unit.  This  divestiture  was accounted for as a
     discontinued operation, and accordingly, costs associated with this action,
     net of income taxes, are reported as a Loss from discontinued operations on
     the Condensed  Consolidated  Statements of Operations.  These costs totaled
     $0.2  million and $0.1  million for the three months ended May 31, 2003 and
     2002, respectively, after applicable income tax benefits.


<PAGE>

     Liquidity and Capital Resources
     -------------------------------

     The Company  currently  finances its  operations  through a combination  of
     existing resources and cash generated by operations.

     The Company's cash, cash equivalents and short-term  investments  increased
     to  $120.9  million  as of May 31,  2003,  compared  to $112.9  million  at
     February 28, 2003. This increase  reflects $7.0 million of cash provided by
     sales of real  estate  and $1.2  million of cash  provided  by sales of the
     Company's investment in Chartered.

     Operating  activities  generated  $1.9 million of cash for the three months
     ended May 31, 2003. Investing activities provided $10.4 million of cash for
     the same period,  including the effects of the  aforementioned  real estate
     and Chartered investment  transactions.  Financing activities consumed $0.4
     million of cash during the first three months of fiscal 2004.

     The Company's  inventories were $20.8 million at May 31, 2003,  compared to
     $17.6 at  February  28,  2003,  as the  Company  stages for  higher  demand
     anticipated  in the second  quarter  of fiscal  2004,  consistent  with its
     typical business cycle.

     Accounts  receivable  increased  from $22.7 million at February 28, 2003 to
     $23.7  million  at May  31,  2003.  The  aging  of the  Company's  accounts
     receivable portfolio remains almost entirely current.

     Capital  expenditures  for the three  months  ended May 31,  2003 were $4.8
     million,  of which $1.6  million was paid in cash.  First  quarter  capital
     investments  included an  expenditure  of $4.3  million in advanced  design
     tools, $3.2 million of which is being financed on a short-term basis by the
     supplier with payment  terms  extending  through  March 1, 2004.  This $3.2
     million is reported within Accounts  payable at May 31, 2003. There were no
     material commitments for capital expenditures as of May 31, 2003.

     As noted previously,  the Company completed its acquisition of Gain in June
     2002  for  total  initial  consideration  of  $36.1  million.  It has  been
     determined  that $17.5  million of  additional  SMSC common stock and cash,
     which was contingently  payable to former Gain  shareholders  during fiscal
     2004 upon satisfaction of certain performance goals, was not earned.

     During the first  quarter of fiscal  2004,  the Company did not acquire any
     additional  treasury  stock  through its common stock  repurchase  program,
     under  which   approximately   1.2  million  shares  remain  available  for
     repurchase.  As of May 31, 2003, the Company held approximately 1.8 million
     shares of treasury stock, at a cost of $23.5 million.

     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 may also
     consider utilizing cash to acquire or invest in complementary businesses or
     products  or to obtain the right to use  complementary  technologies.  From
     time to time, in the ordinary course of business,  the Company may evaluate
     potential  acquisitions  of or investment in such  businesses,  products or
     technologies owned by third parties.

     The  Company   expects  that  its  cash,   cash   equivalents,   short-term
     investments,  cash flows from operations and its borrowing capacity will be
     sufficient to finance the Company's operating and capital  requirements for
     at least the next 12 months.


     Recent Accounting Pronouncements
     --------------------------------

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation  - Transition  and Disclosure - an Amendment of FASB Statement
     No. 123",  which is effective  for  financial  statements  for fiscal years
     ending after December 15, 2002, with early adoption permitted. SFAS No. 148
     enables  companies  that  choose to adopt the fair  value  based  method to
     report  the full  effect  of  employee  stock  options  in their  financial
     statements  immediately  upon adoption,  and to make available to investors
     better  and more  frequent  disclosure  about  the cost of  employee  stock
     options. The Company will continue to apply the disclosure-only  provisions
     of both SFAS No. 123 and SFAS No. 148.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments and Hedging  Activities." This statement amends and
     clarifies  financial  accounting and reporting for derivative  instruments,
     including certain derivative  instruments embedded in other contracts,  and
     for hedging  activities  under SFAS No. 133.  SFAS No. 149 is effective for
     contracts  entered into or modified  after June 30, 2003.  The Company does
     not believe that the  adoption of SFAS No. 149 will have a material  effect
     on its financial position or results of operations.

<PAGE>



ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


     Financial Market Risks
     ----------------------

     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.

     As of May 31, 2003, the Company's  $19.1 million of short-term  investments
     consisted  primarily of investments in corporate,  government and municipal
     obligations  with maturities of between three and twelve months.  If market
     interest  rates were to increase  immediately  and  uniformly by 10 percent
     from levels at May 31, 2003,  the Company  estimates that the fair value of
     these short-term  investments  would decline by an immaterial  amount.  The
     Company  generally  expects  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 a sudden  change in market
     interest rates on short-term investments.

     Equity  Price Risk - The  Company  has no  material  investments  in equity
     securities of other companies on its  Consolidated  Balance Sheet as of May
     31, 2003.

     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 the Company's  majority-owned
     subsidiary,  SMSC  Japan,  are  denominated  in  Japanese  yen.  SMSC Japan
     purchases a  significant  amount of its products  for resale from  Standard
     Microsystems Corporation in U.S. dollars, and from time to time enters into
     forward  exchange   contracts  to  hedge  against   currency   fluctuations
     associated  with these product  purchases.  During fiscal 2003,  SMSC Japan
     entered into a contract with a Japanese  financial  institution to purchase
     U.S.  dollars  to meet a portion  of its U.S.  dollar  denominated  product
     purchase requirements.  Gains and losses on this contract, which expired in
     March 2003, were not significant.

     The Company has never received a cash dividend  (repatriation of cash) from
     SMSC  Japan nor does it  expect  to  receive  such a  dividend  in the near
     future.


     Other Factors That May Affect Future Operating Results
     ------------------------------------------------------

     As a supplier  of  semiconductors,  the Company  competes in a  challenging
     business environment,  which is characterized by intense competition, rapid
     technological  change  and  cyclical  business  patterns.  Except  for  the
     historical  information  contained  herein,  the matters  discussed in this
     report are forward-looking statements. The Company faces a variety of risks
     and uncertainties in conducting its business,  some of which are out of its
     control,  and any of which, were they to occur,  could impair the Company's
     operating  performance.  For a more  detailed  discussion  of risk factors,
     please  refer to the  Company's  annual  report on Form 10-K for the fiscal
     year  ended  February  28,  2003  filed with the  Securities  and  Exchange
     Commission on May 29, 2003.


<PAGE>

ITEM 4.   CONTROLS AND PROCEDURES


     (a)  Evaluation of Disclosure Controls and Procedures

     Disclosure  controls and procedures are designed to ensure that information
     required  to be  disclosed  in the  reports  filed or  submitted  under the
     Exchange Act is recorded,  processed,  summarized and reported,  within the
     time periods  specified in the SEC's rules and forms.  Disclosure  controls
     and  procedures  include,  without  limitation,   controls  and  procedures
     designed to ensure that information required to be disclosed in the reports
     filed under the Exchange Act is accumulated and communicated to management,
     including  the Chief  Executive  Officer and Chief  Financial  Officer,  as
     appropriate, to allow timely decisions regarding required disclosure.

     Within the 90 days prior to the filing of this report,  the Company carried
     out an evaluation,  under the supervision and with the participation of the
     Company's  management,  including the Company's Chief Executive Officer and
     Chief Financial  Officer,  of the effectiveness of the design and operation
     of the Company's  disclosure controls and procedures.  Based upon and as of
     the  date of  that  evaluation,  the  Chief  Executive  Officer  and  Chief
     Financial  Officer  concluded  that the Company's  disclosure  controls and
     procedures  are  effective  to  ensure  that  information  required  to  be
     disclosed in the reports the Company  files and submits  under the Exchange
     Act is recorded, processed, summarized and reported as and when required.

     (b)  Changes in Internal Controls

     There  were no  changes  in the  Company's  internal  controls  or in other
     factors that could have significantly affected those controls subsequent to
     the date of the Company's most recent evaluation.



<PAGE>


PART II - OTHER INFORMATION
===========================


ITEM 1.   Legal Proceedings

     In June 2003, Standard Microsystems Corporation was named as a defendant in
     a patent infringement  lawsuit filed by Analog Devices,  Inc. in the United
     States District Court for the District of  Massachusetts  (Analog  Devices,
     Inc. v. Standard Microsystems  Corporation,  Case Number 03 CIV 11216). The
     Complaint  filed in the suit  alleges that some of the  Company's  products
     infringe one or both of two Analog Devices'  patents,  and seeks injunctive
     relief and unspecified  damages.  The Company has reviewed and investigated
     the  allegations  in the  Complaint  and believes  that the suit is without
     merit.


ITEM 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits

          10.1 Contract of Sale between  Standard  Microsystems  Corporation and
          RGC Kennedy Drive, LLC, dated May 22, 2003.

          99.1  Certifications  of Chief  Executive  Officer and Chief Financial
          Officer pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.


     (b)  Reports on Form 8-K

          On April 10, 2003, Standard Microsystems Corporation filed a report on
          Form  8-K  relating  to  its  operating  results  for  the  three  and
          twelve-month  periods ended February 28, 2003, as presented in a press
          release dated April 7, 2003.

<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:  July 15, 2003                       /s/     Andrew M. Caggia
                                           -------------------------
                                                   (Signature)

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


                                  CERTIFICATION


I, Steven J. Bilodeau, certify that:

     1. I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Standard
Microsystems Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 15, 2003                        By: /s/ Steven J. Bilodeau
                                           --------------------------
                                                    (signature)
                                           Steven J. Bilodeau
                                           Chairman of the Board, President and
                                           Chief Executive Officer



<PAGE>


                                  CERTIFICATION


I, Andrew M. Caggia, certify that:

     1. I  have  reviewed  this  quarterly  report  on  Form  10-Q  of  Standard
Microsystems Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     4. The  registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

     5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

     6. The registrant's  other certifying  officer and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: July 15, 2003                          By: /s/ Andrew M. Caggia
                                             -------------------------
                                                      (signature)

                                             Andrew M. Caggia
                                             Senior Vice President - Finance
                                             and Chief Financial Officer