SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                   FORM 10-Q

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

               For the quarterly period ended May 31, 2000

                                       OR

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

                         Commission file number 0-7422

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                       STANDARD MICROSYSTEMS CORPORATION

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              (Exact name of registrant as specified in its charter)

             DELAWARE                                         11-2234952
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(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)


     80 ARKAY DRIVE, HAUPPAUGE, NEW YORK                  11788
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   (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 July 14, 2000 there were  15,862,793  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>
                                                            May 31,     February 29,
                                                             2000          2000
                                                            -------       -------
                                                           (Unaudited)
<S>                                                        <C>          <C>
Assets
Current assets:
  Cash and cash equivalents .............................   $  90,445    $  73,405
  Short-term investments ................................       1,003        2,000
  Accounts receivable, net of allowance for doubtful
    accounts of $400 and $480, respectively .............      16,799       16,559
  Inventories ...........................................      16,294       20,051
  Deferred income taxes .................................      10,607       12,779
  Other current assets ..................................       6,110        9,277
                                                            ---------     --------
       Total current assets .............................     141,258      134,071
                                                            ---------     --------

Property, plant and equipment, net ......................      35,591       34,137
Investment in Chartered Semiconductor ...................      63,428       73,104
Other assets ............................................      16,269       19,196
                                                            ---------     --------
                                                            $ 256,546    $ 260,508
                                                            =========     ========

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable ......................................   $   8,025    $   9,575
  Deferred income on shipments to distributors ..........       5,291        5,958
  Accrued expenses and other liabilities ................      11,226        9,522
                                                            ---------     --------
        Total current liabilities .......................      24,542       25,055
                                                            ---------     --------

Deferred income taxes ...................................      12,364       15,387
Other liabilities .......................................       6,629        6,764

Commitments and contingencies

Minority interest in subsidiary .........................      11,518       11,510

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 16,710,000 and 16,431,000
    shares, respectively ................................       1,671        1,643
  Additional paid-in capital ............................     112,801      112,297
  Retained earnings .....................................      59,307       52,123
  Treasury stock, 878,000 and 671,000 shares,
    respectively, at cost ...............................      (6,396)      (4,379)
  Accumulated other comprehensive income ................      34,110       40,108
                                                            ---------     --------
        Total shareholders' equity ......................     201,493      201,792
                                                            ---------     --------
                                                            $ 256,546    $ 260,508
                                                            =========     ========

See Notes to Condensed Consolidated Financial Statements.

</TABLE>

<PAGE>

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                     Three Months Ended May 31,
                                                             2000       1999 *
                                                           --------   --------
<S>                                                       <C>        <C>
Revenues ...............................................   $ 38,219   $ 38,146

Cost of goods sold .....................................     22,480     24,215
                                                           --------   --------

  Gross profit .........................................     15,739     13,931

Operating expenses:
Research and development ...............................      7,210      5,690
Selling, general and administrative ....................      8,404      8,304
                                                           --------   --------

  Income (loss) from operations ........................        125        (63)

Interest income ........................................      1,170        646
Other income (expense), net ............................      2,556        (81)
                                                           --------   ---------

  Income before provision for income taxes
    and minority interest ..............................      3,851        502

Provision for income taxes .............................      1,424        172

Minority interest in net income of subsidiary ..........          8          1
                                                            --------   --------

  Income from continuing operations ....................      2,419        329

Gain on sale of discontinued operation,
  (net of income taxes of $2,799) ......................      4,765       --
                                                           --------   ---------

  Income before cumulative effect of change in
    accounting principle ...............................      7,184        329

Cumulative effect of change in accounting principle
  (net of income tax benefits of $1,716) ...............       --       (2,924)
                                                           ---------   --------

  Net income (loss) ....................................   $  7,184   $ (2,595)
                                                           ========   =========

Basic net income (loss) per share:
  Income from continuing operations                        $   0.15    $   0.02
  Gain on sale of discontinued operation                       0.30         --
  Cumulative effect of change in accounting principle           --        (0.19)
                                                            --------   --------
Basic net income (loss) per share                          $   0.45    $  (0.17)
                                                            ========   =========

Diluted net income (loss) per share:
  Income from continuing operations                        $   0.14    $   0.02
  Gain on sale of discontinued operation                       0.29         --
  Cumulative effect of change in accounting principle           --        (0.19)
                                                            --------   --------
Diluted net income (loss) per share                        $   0.43    $  (0.17)
                                                            ========   =========

Weighted average common shares outstanding
  Basic                                                      15,799      15,575
  Diluted                                                    16,668      15,601

* Restated to reflect change in accounting principle.

See Notes to Condensed Consolidated Financial Statements.

</TABLE>

<PAGE>

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                             May 31,

                                                                         2000       1999 *
                                                                       ---------   ---------
<S>                                                                   <C>         <C>
Cash flows from operating activities:
  Cash received from customers .....................................   $ 35,793    $ 36,956
  Cash paid to suppliers and employees .............................    (31,141)    (31,158)
  Interest received ................................................      1,084         529
  Interest paid ....................................................        (60)        (77)
  Income taxes received (paid) .....................................       (582)     (1,114)
                                                                       ---------   ---------
    Net cash provided by operating activities ......................      5,094       5,136
                                                                       ---------   ---------

Cash flows from investing activities:
  Capital expenditures .............................................     (3,276)     (2,110)
  Sales of machinery and equipment .................................        197         207
  Purchases of short-term investments ..............................     (1,003)       --
  Sales of short-term investments ..................................      2,000        --
  Sales of Investment in Chartered Semiconductor ...................      3,509        --
  Other ............................................................        (33)        (26)
                                                                       ---------   ---------
    Net cash provided by (used for) investing activities ...........      1,394      (1,929)
                                                                       ---------   ---------

Cash flows from financing activities:
  Proceeds from issuance of common stock ...........................        291         216
  Purchases of treasury stock ......................................     (2,017)       --
  Repayments of obligations under capital leases ...................       (224)       (206)
                                                                       ---------   ---------
    Net cash provided by (used for) financing activities ...........     (1,950)         10
                                                                       ---------   ---------

Effect of foreign exchange rate changes on cash and cash equivalents        103        (189)

Net cash provided by (used for) discontinued operation .............     12,399      (2,745)
                                                                       ---------   ---------

Net increase in cash and cash equivalents ..........................     17,040         283

Cash and cash equivalents at beginning of period ...................     73,405      68,071
                                                                       --------    ---------
Cash and cash equivalents at end of period .........................   $ 90,445    $ 68,354
                                                                       =========   =========

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

Income from continuing operations ..................................   $  2,419    $    329

Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:

  Depreciation and amortization ....................................      2,817       2,410
  Other adjustments, net ...........................................     (2,518)        221

  Changes in operating assets and liabilities:

    Accounts receivable ............................................       (103)      1,430
    Inventories ....................................................      3,793      (3,441)
    Accounts payable and accrued expenses and other liabilities ....     (1,689)      4,437
    Other changes, net .............................................        375        (250)
                                                                       ---------   ---------
Net cash provided by operating activities ..........................   $  5,094    $  5,136
                                                                       =========   =========

* Restated to reflect change in accounting principle.

See Notes to Condensed Consolidated Financial Statements.

</TABLE>

<PAGE>

STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    Basis of Presentation

      The  unaudited  interim  consolidated  financial  statements  reflect all
      adjustments  (consisting of only normal and recurring  adjustments) which
      are, in the opinion of management,  necessary to present a fair statement
      of the Company's  financial position as of, and results of operations for
      the three month period  ended,  May 31, 2000.  The  financial  statements
      should be read in conjunction with the summary of significant  accounting
      policies and notes to consolidated  financial  statements included in the
      Company's  annual  report  on Form 10-K  filed  with the  Securities  and
      Exchange Commission for the fiscal year ended February 29, 2000.

      Certain  fiscal  2000 items have been  reclassified  to conform  with the
      fiscal 2001 presentation.

2.    Accounting Change - Recognition of Revenue on Shipments to Distributors

      In the fourth quarter of fiscal 2000, the Company  changed its accounting
      method  for the  recognition  of revenue on  shipments  to  distributors.
      Recognition   of  revenue  and  related  gross  profit  on  shipments  to
      distributors is now deferred until the  distributor  resells the product.
      This  change  was made  with an  effective  date of March  1,  1999  (the
      beginning of fiscal 2000).  The results of operations  and cash flows for
      the three  months  ended May 31, 1999 have been  restated to reflect this
      accounting change.

      Management of the Company  believes that this  accounting  change is to a
      preferable method because it better aligns reported results with, focuses
      the  Company  on, and allows  investors  to better  understand,  end-user
      demand for the products  SMSC sells  through  distribution.

3.   Inventories

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

                                                   May 31, 2000   Feb. 29, 2000
                                                   ------------   -------------

     Raw Material  ............................         $   398        $    361
     Work in Process ..........................           8,447          11,146
     Finished Goods ...........................           7,449           8,544
                                                    ----------    -------------
                                                        $16,294        $ 20,051
                                                    ===========   =============


4.    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 and warrants.

<PAGE>

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

                                                     Three Months Ended
                                                           May 31,
                                                       2000          1999
                                                   -----------------------

      Average shares outstanding for
       basic net income (loss) per share              15,799        15,575

      Dilutive effect of stock options                   869            26
      ---------------------------------------------------------------------
      Average shares outstanding for
       diluted net income (loss) per share            16,668        15,601
      =====================================================================

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
      long-term   equity   investments.   The   components   of  the  Company's
      comprehensive  income  (loss) for the three month  periods  ended May 31,
      2000 and 1999 were as follows (in thousands):

     Three months ended May 31,                         2000             1999
     ---------------------------------------------------------------------------

      Net income (loss)                            $   7,184          $  (2,595)
      Other comprehensive income (loss):
        Currency translation adjustment                  174               (325)
        Unrealized gain (loss) on investment          (6,172)                81
      --------------------------------------------------------------------------
       Total comprehensive income (loss)           $   1,186         $   (2,839)
      ==========================================================================

6.    Investments

      The  Company  has  an  equity  interest  in   Singapore-based   Chartered
      Semiconductor Manufacturing Ltd. (Chartered),  acquired in fiscal 1996 at
      a cost of $19.9  million.  In October  1999,  shares of  Chartered  began
      trading publicly on the Singapore stock exchange,  and also began trading
      on the NASDAQ stock market as American  Depository Shares, or ADSs. As of
      May 31, 2000,  the Company held  approximately  790,000  Chartered  ADSs,
      which are reported on the  Consolidated  Balance Sheet at $63.4  million,
      based upon their closing price on the NASDAQ stock market on that date.

      The Company sold a small  portion of this  investment  during the quarter
      ended May 31, 2000,  realizing a pre-tax gain of $2.3  million,  which is
      included within Other income on the quarter's  Consolidated  Statement of
      Income.

      During the first quarter,  the Company also sold call options  covering a
      portion of its investment in Chartered for proceeds of $0.3 million.  All
      of these options  expired  unexercised  prior to May 31, 2000,  and these
      proceeds are included within Other income for the first quarter.

7.    Investment by Intel Corporation

      In March 1997, the Company and Intel  Corporation  (Intel) entered into a
      Common Stock and Warrant Purchase Agreement (the Agreement) whereby Intel
      purchased approximately 1,543,000 of newly issued shares of the Company's
      common stock for $9.50 per share, or approximately  $14.7 million.  Intel
      also received a three-year  warrant to purchase an  additional  1,543,000
      shares at varying prices through March 18, 2000.

      In March 2000,  as provided  for in the  warrant,  Intel  executed a "net
      exercise",  whereby Intel  received  approximately  200,000 shares of the
      Company's  common  stock,  which was equal in fair value to the excess of
      the  warrant's  market value over its exercise  value,  as defined in the
      Agreement.  The Company immediately repurchased these 200,000 shares from
      Intel for  approximately  $1.9 million under its common stock  repurchase
      program. This warrant is now fully exercised.

8.    Common Stock Repurchase Program

      In October 1998, the Company's Board of Directors  authorized the Company
      to  repurchase  up to one million  shares of its common stock on the open
      market or in private transactions.  During the first quarter, the Company
      repurchased 207,000 shares of its common stock,  including 200,000 shares
      repurchased  from Intel  Corporation as described in Note 6, at a cost of
      $2.0 million.  The Company currently holds repurchased shares as treasury
      stock,  reported at cost. As of May 31, 2000, the Company has repurchased
      878,000 shares of its common stock, at a cost of $6.4 million, under this
      program.

9.    Discontinued Operation

      In June 1999,  the Company sold the assets of its Foundry  Business  Unit
      (FBU) to privately held Inertia  Optical  Technology  Applications,  Inc.
      (IOTA) of Newark,  NJ. The  combined  businesses  now operate as Standard
      MEMS, Inc. (SMI). The transaction was effected through IOTA's purchase of
      the  FBU's  assets  from  the  Company,  in  exchange  for 38% of  IOTA's
      outstanding common stock.

      During the first quarter,  the Company sold the majority of its ownership
      interest in SMI and realized an  after-tax  gain of $4.8  million,  which
      appears as a Gain on sale of discontinued  operation on the  Consolidated
      Statement of Income for the period  ended May 31, 2000.  This sale of SMI
      stock  reduced  the  Company's   ownership  interest  in  SMI  below  5%,
      satisfying its prior commitment to reduce its SMI ownership below 20%.

10.   Recent Accounting Pronouncements

      In June 2000, the Financial  Accounting  Standards Board issued Statement
      of Financial  Accounting  Standards No. 138,  Accounting  for  Certain
      Derivative Instruments and Certain Hedging  Activities (SFAS 138), which
      is required to be adopted in years beginning after  June 15,  2000.  This
      statement  amends  Statement of Financial  Accounting  Standards No. 133,
      Accounting for Derivative Instruments and Hedging Activities,  and defers
      its effective date by one year.  The Company is currently  evaluating the
      impact  that  the  adoption  of SFAS  138  will  have on its  results  of
      operations and financial position.

<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
unaudited  consolidated financial statements and footnotes thereto contained in
Item 1 of this report.

OVERVIEW

Standard Microsystems Corporation (the Company or SMSC) is a worldwide designer
and    supplier    of     metal-oxide-semiconductor/very-large-scale-integrated
(MOS/VLSI)  circuits for the  personal  computer  (PC) and related  industries.
Currently,  the  Company  is  prominent  as the  world's  leading  supplier  of
input/output (I/O) integrated circuits.  I/O circuits perform many of the basic
input/output   functions  required  in  a  personal  computer  or  an  embedded
application,  including  keyboard  control and BIOS,  floppy  disk  control and
serial and parallel port control. The Company also supplies integrated circuits
for  embedded   control  systems,   local  area  networking   applications  and
connectivity   applications.   The  Company's   products  are  manufactured  by
world-class semiconductor foundries and assemblers.

In recent years, the majority of the Company's  revenues have been derived from
supplying  I/O circuits to the PC  marketplace.  Strategically,  the Company is
introducing a line of System  Controller Hubs based upon its I/O technology and
is pursuing broader product offerings, particularly for USB connectivity. It is
also now in the process of developing a line of chipsets.

Chipsets are advanced  integrated  circuits used within a personal  computer or
similar   application   to  control  the  flow  of   information   between  the
microprocessor,  memory  modules,  graphics  controllers  and other  peripheral
devices.  A chipset is typically  comprised  of two primary  devices - a memory
controller  (sometimes  referred to as the north bridge) and an I/O  controller
(sometimes referred to as the south bridge).

RESULTS OF OPERATIONS

The  Company's  operating  results for the quarter ended May 31, 1999 have been
restated  to  reflect  the  Company's  change  in  accounting  policy  for  the
recognition  of revenue on shipments of products to  distributors.  This change
was made in the fourth quarter of fiscal 2000,  with an effective date of March
1, 1999.

REVENUES

Revenues for the first  quarter of fiscal 2001 were $38.2  million  compared to
revenues of $38.1 for the corresponding  year-earlier  quarter.  Unit shipments
increased by 10%, offset by declining selling prices and the continued shift in
product  mix to newer  products  which  generally  have lower  average  selling
prices, but higher gross margins, than previous product offerings.

GROSS PROFIT

Gross  profit  increased  to $15.7  million,  or 41.2% of sales,  for the first
quarter of fiscal 2001,  compared to $13.9 million,  or 36.5% of sales, for the
corresponding  year-earlier  quarter.  This  improvement  in gross  profit  was
attributable to improved manufacturing  efficiencies and the better utilization
of overhead  resulting from higher unit  shipments,  and a shift in product mix
towards products with higher gross margins.

OPERATING EXPENSES

Research and  development  spending  was $7.2 million for the first  quarter of
fiscal 2001, an increase of $1.5 million,  or 26.3%,  over $5.7 million for the
corresponding  year-earlier  quarter. This spending increase reflects continued
hiring of engineering staff and new product  development costs. The Company has
focused  much of its current  research  and  development  effort on its chipset
development programs.

The Company  expects  spending  for  research  and  development  to continue to
increase.  The  Company's  ongoing  commitment to research and  development  is
essential to maintaining  product  leadership in existing  product lines and to
providing innovative product offerings.

OTHER INCOME AND EXPENSE

Interest  income  increased to $1.2 million in the first  quarter,  compared to
$0.6 million in the year-earlier  quarter.  This increase  reflects higher cash
and cash  equivalent  balances  available  for  investment  in the current year
quarter, compared to the corresponding year earlier period.

Other  income  totaled  $2.6  million in the first  quarter,  compared to other
expenses of $0.1  million in the  year-earlier  quarter.  This change  reflects
gains of $2.3  million  realized on sales of a small  portion of the  Company's
investment  in  Singapore-based  Chartered  Semiconductor   Manufacturing  Ltd.
(Chartered)  during the period,  as well as $0.3 million of proceeds from sales
of call options covering a portion of its Chartered stock holdings.  All of the
call options expired unexercised prior to May 31, 2000.

INCOME TAXES

The  Company's  effective  income tax rate for the first quarter of fiscal 2001
was 37%,  consistent  with the  effective  tax rate incurred for the year ended
February  29,  2000.  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  realized an after-tax gain of $4.8 million in the first quarter of
fiscal  2001  associated  with the sale of most of its  ownership  interest  in
Standard MEMS,  Inc.  (SMI).  SMI was created through the June 1999 sale of the
assets of the Company's  Foundry  Business Unit to Inertia  Optical  Technology
Applications,  Inc. in exchange  for a 38% interest in the  resulting  combined
operation,  which was renamed  Standard MEMS, Inc. This transaction is reported
as a Gain on the sale of discontinued  operation on the Consolidated  Statement
of Operations for the first quarter of fiscal 2001.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE

The net loss for the quarter ended May 31, 1999 reflects an after-tax charge of
$2.9 million,  or $0.19 per diluted  share,  for the  cumulative  effect on all
prior  years of the  Company's  change  in  accounting  principle  for  revenue
recognition on sales to distributors. This accounting change was implemented in
the fourth quarter of fiscal 2000, with an effective date of March 1, 1999 (the
beginning of fiscal 2000).  The Company now defers  revenue and gross profit on
sales to distributors until the distributor resells the product.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  cash and cash  equivalents  increased to $90.4 million as of May
31, 2000,  from $73.4  million as of February  29,  2000,  an increase of $17.0
million, or 23%.

For the  three  month  period  ended May 31,  2000,  $5.1  million  of cash was
provided from  operating  activities,  $1.4 million was provided from investing
activities,  and $1.9 million was consumed in financing activities. The Company
also  received  $12.4  million  in cash  from  the  sale of a  majority  of its
investment  in SMI  during  the  quarter,  which is  reported  within  Net cash
provided by discontinued  operation in the quarter's  Consolidated Statement of
Cash Flows.

During the first three months of fiscal 2001, the Company incurred $3.3 million
in capital  expenditures,  the majority of which was for test equipment and the
expansion of its production  test operation.  Over the next twelve months,  the
Company  plans to continue  to expand its test  operation  and also  expects to
invest in intellectual property used in the design of its products. Fiscal 2001
capital  expenditures  are  expected  to  exceed  the  $10.5  million  of  such
expenditures incurred in fiscal 2000.

Accounts receivable increased by only $0.2 million at May 31, 2000, compared to
February  29, 2000,  despite a $4.3 million  increase in shipments in the first
quarter as compared to the previous quarter.  The Company's accounts receivable
are substantially all current as of May 31, 2000.

During  the first  three  months  of fiscal  2001,  the  Company's  inventories
declined by approximately $3.8 million.  Slightly lower than expected shipments
in the fourth  quarter of fiscal  2000 had  contributed  to a modest  growth in
inventories  as of February  29,  2000.  The increase in shipments in the first
quarter of fiscal 2001,  combined  with a  tightening  of  semiconductor  wafer
manufacturing capacity, contributed to the first quarter's inventory decline.

The Company holds an equity interest in Chartered of approximately  790,000 ADS
shares as of May 31, 2000. The estimated market value of this investment at May
31, 2000 is $63.4  million,  based on  Chartered's  closing market price on the
NASDAQ stock market as of that date.  During the first  quarter of fiscal 2001,
the Company sold a small portion of this investment, generating $3.2 million in
cash. The Company has continued to sell portions of this investment  subsequent
to May 31, 2000,  and will  continue to consider  such  selling,  should market
conditions be considered acceptable. During the first quarter, the Company sold
call options  covering a portion of its investment in Chartered for proceeds of
$0.3 million.  All of these options expired  unexercised prior to May 31, 2000.
The  Company  has  continued  to sell call  options  covering  portions of this
investment subsequent to May 31, 2000.

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.

In October 1998,  the Company's  Board of Directors  authorized  the Company to
repurchase  up to one million  shares of its common stock on the open market or
in private  transactions.  The Company  repurchased 207,000 shares of its stock
for  approximately  $2.0 million during the first quarter of fiscal 2001. As of
May 31, 2000, the Company has  repurchased  878,000 shares of its common stock,
at a cost of $6.4 million, under this program.

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 29, 2000.

<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest  Rate  Risk - As of May  31,  2000,  the  Company's  $1.0  million  of
short-term  investments  consisted  primarily of investments in U.S.  treasury,
corporate and municipal obligations with maturities of between three and twelve
months. If market interest rates were to increase  immediately and uniformly by
10%  from the  levels  at May 31,  2000,  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 the effect of a sudden change in market  interest rates on short-term
investments.

Equity  Price Risk - The  Company  is  exposed  to an equity  price risk on its
investment in Chartered Semiconductor Manufacturing, Ltd. For every 10% adverse
change in the market value of Chartered Semiconductor common stock, the Company
would experience a decrease of  approximately  $6.3 million to its May 31, 2000
investment  value.  The Company has sold call  options on this  security in the
past and may do so again 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 6.  Exhibits and Reports on Form 8-K

(a)    Exhibits

        Exhibit 27 - Financial Data Schedule

(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

                           (Registrant)


DATE:  July  14, 2000       /S/     Andrew M. Caggia
                                   ------------------------

                                      (Signature)
                                    Andrew M. Caggia

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