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 August 31, 2002

                                       OR

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

                          Commission file number 0-7422
        -----------------------------------------------------------------

                        STANDARD MICROSYSTEMS CORPORATION
       ------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

                               DELAWARE 11-2234952
       -------------------------------------------------------------------

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

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

               (Address of principal executive offices) (Zip Code)

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

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

                           Yes ____X____     No ________

As of August 31, 2002, there were 16,706,359  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 (Unaudited)
(In thousands)

                                                    August 31,      February 28,
                                                       2002            2002
                                                       ----            ----
Assets
Current assets:
  Cash and cash equivalents                        $    63,800     $     98,065
  Short-term investments                                39,476           28,595
  Accounts receivable, net                              21,774           21,828
  Inventories                                           23,990           17,585
  Deferred income taxes                                 11,775            8,582
  Other current assets                                   5,863            4,317
--------------------------------------------------------------------------------

       Total current assets                            166,678          178,972
--------------------------------------------------------------------------------

Property, plant and equipment, net                      24,472           24,170
Goodwill                                                30,412              -
Intangible assets, net                                   6,727              -
Investment in Chartered Semiconductor                    5,267            9,992
Deferred income taxes                                    8,263            7,196
Other assets                                            14,408           15,733
--------------------------------------------------------------------------------

                                                   $   256,227     $    236,063
================================================================================

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable                                 $    11,238     $      8,477
  Deferred income on shipments to distributors           5,904            6,225
  Accrued expenses, income taxes and other
   liabilities                                          11,057            9,289
--------------------------------------------------------------------------------

       Total current liabilities                        28,199           23,991
--------------------------------------------------------------------------------


Other liabilities                                        8,185            6,973

Minority interest in subsidiary                         11,644           11,646

Shareholders' equity:
  Preferred stock                                          -                -
  Common stock                                           1,849            1,728
  Additional paid-in capital                           144,019          119,505
  Retained earnings                                     85,625           84,963
  Treasury stock, at cost                              (22,980)         (13,861)
  Accumulated other comprehensive income (loss)           (314)           1,118
--------------------------------------------------------------------------------

        Total shareholders' equity                     208,199          193,453
-------------------------------------------------------------------------------

                                                   $   256,227     $    236,063
================================================================================

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


                                                           Three Months Ended            Six Months Ended
                                                       -------------------------     -------------------------

                                                               August 31,                    August 31,
                                                       -------------------------     -------------------------

                                                           2002          2001            2002          2001
                                                           ----          ----            ----          ----
<S>                                                    <C>           <C>             <C>           <C>
Revenues                                               $   38,300    $   30,389      $   72,307    $   61,225

Cost of goods sold                                         21,189        18,206          40,124        37,266
--------------------------------------------------------------------------------------------------------------

Gross profit                                               17,111        12,183          32,183        23,959

Operating expenses:
Research and development                                    7,774         7,565          14,625        16,007
Selling, general and administrative                         8,659         7,657          16,853        15,503
Amortization of intangible assets                             447           -               447           -
--------------------------------------------------------------------------------------------------------------

   Income (loss) from operations                              231        (3,039)            258        (7,551)

Interest income                                               533           990           1,114         2,059
Other income (expense), net                                    (7)          548             (22)        1,612
--------------------------------------------------------------------------------------------------------------

Income (loss) before provision for income taxes
  and minority interest                                       757        (1,501)          1,350        (3,880)

Provision for (benefit from) income taxes                     197          (651)            351        (1,436)

Minority interest in net income (loss) of subsidiary           (8)           19              (2)           49
--------------------------------------------------------------------------------------------------------------

Income (loss) from continuing operations                      568          (869)          1,001        (2,493)

Loss from discontinued operations
  (net of income tax benefits of $145, $164,
   $191 and $296)                                            (258)         (307)           (339)         (552)
--------------------------------------------------------------------------------------------------------------

Net income (loss)                                      $      310    $   (1,176)     $      662    $   (3,045)
==============================================================================================================

Basic net income (loss) per share:
  Income (loss) from continuing operations             $     0.03    $    (0.05)     $     0.06    $    (0.15)
  Loss from discontinued operations                         (0.01)        (0.02)          (0.02)        (0.04)
--------------------------------------------------------------------------------------------------------------

Basic net income (loss) per share                      $     0.02    $    (0.07)     $     0.04    $    (0.19)
==============================================================================================================

Diluted net income (loss) per share:
  Income (loss) from continuing operations             $     0.03    $    (0.05)     $     0.06    $    (0.15)
  Loss from discontinued operations                         (0.01)        (0.02)          (0.02)        (0.04)
--------------------------------------------------------------------------------------------------------------

Diluted net income (loss) per share                    $     0.02    $    (0.07)     $     0.04    $    (0.19)
==============================================================================================================

Weighted average common shares outstanding:
  Basic                                                    16,631        16,107          16,365        16,098
  Diluted                                                  18,214        16,107          18,008        16,098


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

                                                    Six Months Ended August 31,
                                                    ---------------------------

                                                       2002              2001
                                                    ----------         --------


Cash flows from operating activities:
  Cash received from customers and licensees        $  72,660        $  56,103
  Cash paid to suppliers and employees                (71,707)         (61,352)
  Interest received                                     1,103            2,996
  Interest paid                                           (76)             (77)
  Income taxes paid                                      (138)            (514)
-------------------------------------------------------------------------------

    Net cash provided by (used for) operating
     activities                                         1,842           (2,844)
-------------------------------------------------------------------------------

Cash flows from investing activities:
  Capital expenditures                                 (3,208)          (2,630)
  Acquisition of Gain Technology Corporation          (15,669)             -
  Purchases of short-term investments                 (18,292)          (4,000)
  Sales of short-term investments                       7,600           13,629
  Other                                                   210            3,127
-------------------------------------------------------------------------------

    Net cash provided by (used for) investing
     activities                                       (29,359)          10,126
-------------------------------------------------------------------------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                4,377              675
  Purchases of treasury stock                          (9,900)          (1,633)
  Repayments of obligations under capital leases
   and notes payable                                   (1,585)            (491)
-------------------------------------------------------------------------------

    Net cash used for financing activities             (7,108)          (1,449)
-------------------------------------------------------------------------------

Effect of foreign exchange rate changes on cash
 and cash equivalents                                     956              (44)

Net cash used for discontinued operations                (596)            (869)
-------------------------------------------------------------------------------

Net increase (decrease) in cash and cash
 equivalents                                          (34,265)           4,920

Cash and cash equivalents at beginning of period       98,065           99,545
-------------------------------------------------------------------------------

Cash and cash equivalents at end of period          $  63,800        $ 104,465
===============================================================================


Reconciliation of income (loss) from continuing operations
 to net cash provided by (used for) operating activities:

Income (loss) from continuing operations            $   1,001        $  (2,493)
Adjustments to reconcile income (loss) from
 continuing operations to net cash provided
 by (used for) operating activities:
  Depreciation and amortization                         5,030            6,005
  Gains on sales of investments and property              (53)          (1,689)
  Other adjustments, net                                    8               62
  Changes in operating assets and liabilities:
    Accounts receivable                                   783           (3,194)
    Inventories                                        (6,111)           5,582
    Accounts payable and accrued expenses and
     other liabilities                                    810           (6,001)
    Other changes, net                                    374           (1,116)
-------------------------------------------------------------------------------

Net cash provided by (used for) operating
 activities                                         $   1,842        $  (2,844)
===============================================================================

During the six months  ended  August 31, 2002,  the Company  acquired  $1,876 of
design tools through long-term financing provided by the supplier.

See Notes to Consolidated Financial Statements.

<PAGE>
STANDARD MICROSYSTEMS CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.   Organization and Basis of Presentation

     The accompanying  unaudited condensed consolidated financial information of
     Standard Microsystems  Corporation and subsidiaries,  referred to herein as
     "SMSC" or "the  Company",  has been prepared in accordance  with  generally
     accepted  accounting  principles and reflects all  adjustments,  consisting
     only of normal  recurring  adjustments,  which in management's  opinion are
     necessary  to state fairly the  Company's  financial  position,  results of
     operations  and cash  flows as of and for the  three and six  months  ended
     August 31, 2002 and 2001. The February 28, 2002 Consolidated  Balance Sheet
     was derived from audited financial statements on that date.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     the  disclosure of  contingent  assets and  liabilities  at the date of the
     financial  statements,  as well as the  reported  amounts  of  revenue  and
     expenses during the reporting period.  Actual results may differ from those
     estimates,   and  such   differences  may  be  material  to  the  financial
     statements.  These condensed  consolidated  financial  statements should be
     read in conjunction with the audited consolidated  financial statements for
     the year ended February 28, 2002 included in the Company's Annual Report on
     Form 10-K,  as filed on April 26,  2002 with the  Securities  and  Exchange
     Commission.  The results of  operations  for the three and six months ended
     August  31,  2002  are not  necessarily  indicative  of the  results  to be
     expected for any future periods.

2.   Balance Sheet Data

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


                              Aug. 31, 2002      Feb. 28, 2002
     ----------------------------------------------------------

      Raw materials          $        793       $        465
      Work in process              10,527              5,820
      Finished goods               12,670             11,300
     ----------------------------------------------------------

                             $     23,990       $     17,585
     ==========================================================


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

                                         Aug. 31, 2002       Feb. 28, 2002
     ----------------------------------------------------------------------

      Land                              $      3,434        $       3,434
      Buildings and improvements              29,504               29,257
      Machinery and equipment                 80,033               76,121
     ----------------------------------------------------------------------
                                             112,971              108,812
      Less: accumulated depreciation          88,499               84,642
     ----------------------------------------------------------------------

                                        $     24,472        $      24,170
     ======================================================================


3.   Net Income (Loss) Per Share

     Basic net income (loss) per share is calculated using the  weighted-average
     number of common shares outstanding  during the period.  Diluted net income
     (loss) per share is computed  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  (loss) per
     share are reconciled as follows (in thousands):

                                           Three Months Ended   Six Months Ended
                                                August 31,         August 31,
                                           -------------------------------------
                                             2002       2001      2002     2001
                                           --------   -------   -------  -------

     Average shares outstanding for
      basic net income (loss) per share     16,631     16,107   16,365    16,098

     Dilutive effect of stock options        1,583          -    1,643         -
     ---------------------------------------------------------------------------

     Average shares outstanding for
      diluted net income (loss) per share   18,214     16,107   18,008    16,098
     ===========================================================================

     Stock options  excluded from the  computation  of diluted net income (loss)
     per share  because  their  effect  was  antidilutive  were as  follows  (in
     thousands):

                                           Three Months Ended   Six Months Ended
                                                August 31,         August 31,
                                           -------------------------------------
                                             2002       2001      2002     2001
                                           --------   -------   -------  -------

     Number of shares under option
     excluded from the computation
     of diluted net income (loss) per
     share                                     890      4,254      558     4,213
     ===========================================================================


4.   Comprehensive Income (Loss)

     The  Company's  other  comprehensive  income  (loss)  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 investments classified as available-for-sale.  The components of the
     Company's  comprehensive  income (loss) for the three and six month periods
     ended August 31, 2002 and 2001 were as follows (in thousands):

                                           Three Months Ended   Six Months Ended
                                                August 31,         August 31,
                                           -------------------------------------
                                             2002      2001      2002     2001
                                           --------  -------   -------  -------

     Net income (loss)                     $   310   $(1,176)  $   662  $(3,045)

      Other comprehensive income (loss):
      Change in foreign currency
      translation adjustment                   752       141     1,718     (149)
      Change in unrealized loss on
      investments                           (3,119)   (1,154)   (3,150)  (1,407)
     ---------------------------------------------------------------------------

     Total comprehensive loss              $(2,057)  $(2,189)  $ (770)  $(4,601)
     ===========================================================================


5.   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. Gain
     now operates as SMSC Analog  Technology  Center,  Inc. (ATC).  Through this
     acquisition,   the  Company  has  significantly  enhanced  its  analog  and
     mixed-signal  capabilities,  by  adding  35  highly-skilled  engineers  and
     designers,  acquiring several new products,  and expanding its intellectual
     property portfolio.

     The  Company  acquired  ATC for  initial  consideration  of $36.1  million,
     consisting of  approximately  749,000 shares of SMSC common stock valued at
     $17.9  million,  $16.6  million  of cash (net of cash  acquired),  and $1.6
     million of direct acquisition costs,  including legal, banking,  accounting
     and valuation fees. The value of the SMSC common stock was determined using
     the stock's market value for a reasonable  period before and after the date
     the  terms  of the  acquisition  were  announced.  Up to $17.5  million  of
     additional  consideration,  payable in SMSC common  stock and cash,  may be
     issued to ATC's former shareholders during fiscal 2004 upon satisfaction of
     certain future performance goals. Any additional consideration paid will be
     recorded as goodwill.

     In  accordance  with the  provision of  Statement  of Financial  Accounting
     Standard  (SFAS) No. 141,  Business  Combinations,  the purchase  price was
     allocated to the estimated fair values of assets  acquired and  liabilities
     assumed,  as set forth in the following  table. The fair values assigned to
     intangible  assets and in-process  research and development were determined
     with the assistance of a third-party appraisal.

     (in thousands)
     ----------------------------------------------------------------
     Current assets                                          $  1,575
     Property, plant and equipment                              1,114
     Deferred income taxes                                      1,033
     Other assets                                                  41
     Goodwill                                                  30,412
     Current technologies                                       6,179
     Other intangible assets                                      908
     ----------------------------------------------------------------
     Total assets acquired                                     41,262

     Current liabilities                                        3,358
     Long-term obligations                                      1,356
     Other liabilities                                            535
     ----------------------------------------------------------------
     Total liabilities assumed                                  5,249

     Net assets acquired                                       36,013
     In-process research and development                           87
     ----------------------------------------------------------------

     Total initial consideration                             $ 36,100
     ================================================================


     The amounts  allocated  to current  technologies  are being  amortized on a
     straight-line  basis over their estimated  useful life of six years.  Other
     intangible  assets are also being amortized on a  straight-line  basis over
     their respective  estimated useful lives, ranging from one to ten years. In
     accordance  with  the  provisions  of SFAS  No.  142,  Goodwill  and  Other
     Intangible  Assets,  the $30.4  million  assigned to  goodwill  will not be
     amortized.  Further  information  regarding  goodwill and other  intangible
     assets is provided within Note 9 included herein.

     The amount assigned to in-process research and development relates to those
     ongoing projects that have not yet proven to be commercially  feasible, and
     for which no  alternative  future  use  currently  exists  for the  related
     technology.  This  charge is  included  within the  Company's  consolidated
     operating results for the three months ended August 31, 2002.

     The pro forma  results of  operations  set forth  below give  effect to the
     acquisition  of ATC as if it had occurred at the  beginning of fiscal 2002.
     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.

                                                         Six Months Ended
                                                            August 31,
                                                       --------------------
     (in thousands, except per share data)               2002       2001
                                                       --------   ---------

      Revenues                                         $ 73,545   $ 65,162
      Net loss                                             (205)    (3,743)
     ======================================================================

      Basic and fully diluted net loss per share       $  (0.01)  $  (0.22)
     ======================================================================


6.   Business Restructuring

     In November 2001, the Company's  Board of Directors  approved  management's
     plan to exit the PC chipset business, redirect the Company's resources, and
     increase its focus on leveraging its core technologies toward higher growth
     and higher margin businesses.  This restructuring was announced on December
     3, 2001. The decision to exit this business was based upon an assessment of
     the  PC  chipset  marketplace,   and  management's   conclusions  that  the
     opportunities for  profitability in this marketplace had declined,  and the
     costs of entry had  increased,  to a point where further  investments in PC
     chipset technology were not justified.  As a result of this  restructuring,
     the Company  recorded a charge of $9.0  million in fiscal  2002,  including
     $5.3 million for  impairments in asset values,  $1.3 million for excess and
     obsolete  inventory,  $1.9  million  for  long-term,  non-cancelable  lease
     obligations,  $0.3 million for a workforce reduction of 55 people, and $0.2
     million in other costs.

     The following is a summary of the changes in restructuring  liabilities for
     the six months ended August 31, 2002 (in thousands):


                               Business                             Business
                            Restructuring                         Restructuring
                             Reserve as of    Non-Cash   Cash     Reserve as of
                           February 28, 2002  Charges  Payments  August 31, 2002
     ---------------------------------------------------------------------------

     Workforce reduction            $     2    $   (2)   $   -       $        -
     Non-cancelable lease
     obligations                      1,771         -      195            1,576
     Other charges                      181         2        6              177
     ---------------------------------------------------------------------------
                                    $ 1,954    $    -    $ 201       $    1,753
     ===========================================================================


     The Company  completed its  restructuring  program during the quarter ended
     February 28, 2002.  Substantially  all of the cash payments  related to the
     workforce  reduction  were  made  in  that  period.   Payments  related  to
     non-cancelable  lease  obligations will be paid over their respective terms
     through August 2008.

7.   Discontinued Operations

     The Company has been  involved in several  legal  actions  relating to past
     divestitures  of divisions  and business  units.  These  divestitures  were
     accounted for as discontinued operations, and accordingly, costs associated
     with these  actions,  one of which has  continued  into  fiscal  2003,  are
     reported  as a  Loss  from  discontinued  operations  on  the  Consolidated
     Statements  of  Operations.   These  costs  totaled  $0.3  million,   after
     applicable  income tax  benefits,  for both the three and six month periods
     ended August 31, 2002, and $0.3 million and $0.6 million,  after applicable
     income tax benefits, for the corresponding year-earlier periods.

8.   Shareholders' Equity

     In July 2002, the Company's Board of Directors  approved an increase in the
     number of shares authorized for repurchase under the Company's common stock
     repurchase  program by one million  shares,  bringing  the total  number of
     shares  authorized under the program to three million.  This program allows
     the Company to repurchase  shares of its common stock on the open market or
     in private transactions.

     As of August 31,  2002,  the  Company  has  repurchased  approximately  1.8
     million  shares  of  common  stock at a cost of $23.0  million  under  this
     program,  including  446,000 shares  repurchased in the first six months of
     fiscal 2003 at a cost of $9.1  million.  The Company also paid $0.8 million
     in early March 2002 to settle 45,000 treasury shares acquired at the end of
     February 2002. The Company currently holds  repurchased  shares as treasury
     stock, reported at cost.

9.   Goodwill and Intangible Assets

     In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
     Goodwill and Other  Intangible  Assets.  SFAS No.142 requires  goodwill and
     certain  other  intangible  assets to be  tested  for  impairment  at least
     annually and written down only when  determined  to be impaired,  replacing
     the previous  accounting  practice of ratably  amortizing  these items over
     their estimated  useful lives.  Intangible  assets other than goodwill that
     have a finite life are amortized  over their useful lives.  This  statement
     applies to existing goodwill and intangible  assets,  beginning with fiscal
     years starting after December 15, 2001.

     As noted  within  Note 5,  the  Company's  June  2002  acquisition  of Gain
     Technology   Corporation  included  the  acquisition  of  $7.1  million  of
     finite-lived intangible assets and $30.4 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 value.

     As of  August  31,  2002,  the  Company's  finite-lived  intangible  assets
     consisted of the following (in thousands):

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

      Existing technologies        $  6,179         $    258         $  5,921
      Customer contracts                498               51              447
      Non-compete agreements            410               51              359
     ---------------------------------------------------------------------------

                                   $  7,087         $    360         $  6,727
     ===========================================================================

     All 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.

     Estimated future intangible asset amortization expense for the remainder of
     fiscal 2003,  and for the five fiscal years  thereafter,  is as follows (in
     thousands):

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

     Remainder of fiscal 2003                   $   720
     Fiscal 2004                                  1,310
     Fiscal 2005                                  1,114
     Fiscal 2006                                  1,062
     Fiscal 2007                                  1,062
     Fiscal 2008                                  1,062
     ==================================================


10.  Technology and Patent License Agreement with Intel Corporation

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

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

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

     In September 2002,  SMSC notified Intel of a chipset  revenue  shortfall of
     approximately  $44.9 million for the 2002 12-month period.  Intel's payment
     of  this  amount,  if so  elected,  must  occur  within  60  days  of  this
     notification. There can be no assurance whatsoever that Intel will elect to
     pay this revenue shortfall, or any future revenue shortfalls, to SMSC under
     the Agreement.

11.  Litigation

     The  Company  is subject to  various  lawsuits  and claims in the  ordinary
     course  of  business.   While  the  outcome  of  these  matters  cannot  be
     determined,  management  believes that their ultimate  resolution  will not
     have a material effect on the Company's operations or financial position.

     In October 1997, the Company sold an 80.1% interest in SMC Networks,  Inc.,
     a  then-newly  formed  subsidiary   comprised  of  its  former  local  area
     networking  division,  to an  affiliate  of Accton  Technology  Corporation
     (Accton). In consideration for the sale, the Company received $40.2 million
     in cash, of which $2.0 million was placed in an escrow  account,  scheduled
     for release in January 1999, to secure the Company's indemnity  obligations
     under the agreement. The Company's 19.9% minority interest in SMC Networks,
     Inc.  is  carried  at a cost of $8.5  million  within  Other  assets on the
     accompanying Consolidated Balance Sheets.

     In December  1998,  Accton  notified  the  Company and the escrow  agent of
     Accton's intention to seek  indemnification and damages from the Company in
     excess  of $10.0  million  by  reason  of  alleged  misrepresentations  and
     inadequate  disclosures  relating  to the  transaction  and  other  alleged
     breaches of covenants and representations in the related agreements.  Based
     upon those allegations,  the escrow account was not released to the Company
     as scheduled in January 1999. In January 1999,  SMSC filed an action in the
     Supreme Court of New York (the Action) against Accton,  SMC Networks,  Inc.
     and other parties, seeking the release of the escrow account to the Company
     on the grounds that Accton's  allegations  are without  merit,  and seeking
     payment of  approximately  $1.6 million (the  majority of which is included
     within Other assets on the Company's  Consolidated Balance Sheets at August
     31, 2002 and February 28, 2002) owed to the Company by SMC  Networks,  Inc.
     In November 1999, the Court issued an order staying the Action and directed
     the parties to arbitration under the arbitration provisions of the original
     transaction agreements. The parties are proceeding with arbitration and, in
     July 2000,  the Company  asserted  various  claims  against  Accton and its
     affiliates,  including  claims for fraud,  improper  transfer  of  profits,
     mismanagement, breach of fiduciary duties and payment default.

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

12. New Accounting Pronouncements

     In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
     Accounting for Exit or Disposal Activities.  SFAS No. 146 requires that the
     liability  for  costs  associated  with  an exit or  disposal  activity  be
     recognized at their fair values when the  liabilities  are incurred.  Under
     previous  guidance,  liabilities  for certain exit costs were recognized at
     the date that  management  committed  to an exit plan,  which is  generally
     before the actual  liabilities  are incurred.  As SFAS No. 146 is effective
     only for exit or disposal activities initiated after December 31, 2002, the
     Company does not currently  expect the adoption of this statement to have a
     material impact on its financial statements.

<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  Financial  Statements  and  footnotes  thereto  contained  in this
report.


Overview
--------

Description of Business

Standard  Microsystems  Corporation  (the  Company  or SMSC) is a  designer  and
worldwide supplier of advanced digital and analog  Input/Output (I/O) system and
connectivity  solutions  for a  broad  range  of  communications  and  computing
applications in the areas of Advanced I/O,  Connectivity,  Local Area Networking
and Embedded Control Systems.  The Company is a fabless  semiconductor  supplier
whose  products  are  manufactured  by  third  party  world-class  semiconductor
foundries and  assemblers.  To ensure the highest product  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 leading supplier of Advanced  Input/Output (I/O)
integrated  circuits  for desktop and mobile  personal  computers.  Advanced I/O
circuits  contain a variety of individual  functions and unique I/O  controllers
delivered in a single package,  including floppy disk control,  keyboard control
and BIOS,  parallel and serial port control,  and often flash  memory,  infrared
communications   support,  a  real  time  clock,  system  management  and  power
management.

The Company serves the Universal Serial Bus (USB)  connectivity  market with its
family of connectivity products,  which provide solutions using both USB 1.1 and
USB 2.0  technologies.  Embedded  Networking  products  are  designed to serve a
variety  of  machine-to-machine  communications  applications,  such as  set-top
boxes, home gateway products, printers and wireless communication interfaces.

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

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.  Gain now
operates  as  SMSC  Analog  Technology   Center,   Inc.,  (ATC).  Total  initial
consideration  paid for the acquisition of ATC was approximately  $36.1 million,
consisting of approximately 749,000 shares of SMSC common stock, valued at $17.9
million,  $16.6 million of cash, and $1.6 million of direct  acquisition  costs.
Through this acquisition,  the Company has significantly enhanced its analog and
mixed-signal capabilities,  by adding 35 highly-skilled engineers and designers,
acquiring  several  new  products,   and  expanding  its  intellectual  property
portfolio.

The Company's new GT3200 device,  acquired through the ATC  acquisition,  is the
first in a family of high-performance analog physical layer (PHY) and high-speed
serial data  communication  devices  specifically  designed  for the new USB 2.0
connectivity  standard.  It is fully  certified  by the  USB-IF  consortium  and
complements  the Company's new line of Hi-Speed USB 2.0 products,  which include
the  USB97C201  True Speed  ATA/ATAPI/CF  Bridge  Controller  for external  disk
drives, and the USB97C210 Memory Card Controller for USB memory card readers.

Leveraging  ATC's assets and expertise,  the Company plans to pursue  additional
product  opportunities  in  high-speed,   high-performance   serial  transceiver
integrated circuit (IC) markets.


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

Revenues

The  Company's  revenues  for the three  months ended August 31, 2002 were $38.3
million,  compared to $30.4  million for the three months ended August 31, 2001.
For the six month  period ended August 31, 2002,  the  Company's  revenues  were
$72.3 million, compared to $61.2 million for the year-earlier six month period.

The increases in both the three and six month  periods of fiscal 2003,  compared
to the corresponding fiscal 2002 periods,  reflect higher unit volume shipments,
driven by Advanced I/O product design-wins  achieved in fiscal 2002. The Company
believes it increased  its  Advanced I/O market share during  fiscal 2002 on the
strength of these key design-wins.  Partially  offsetting the increased Advanced
I/O  revenues,  in both the  three  and six  month  periods,  was a year to year
decrease in embedded products revenue, as the ongoing technology slump continues
to restrain demand for the broad applications served by these products. However,
revenues  from  embedded  products  have now  increased  for  three  consecutive
quarters,  possibly  signaling  that  demand  for  these  products  has begun to
recover.  The three month period  ended August 31, 2002 also  includes a revenue
contribution of less than $1 million related to the acquisition of ATC.

Revenues  from  customers  outside  of North  America  accounted  for 89% of the
Company's  revenues for both the three and six month periods ended August 31, in
both fiscal 2003 and 2002.  The Company  expects that  international  shipments,
particularly  to the Asia and Pacific Rim region,  will  continue to represent a
significant portion of its revenues.

From time to time,  several key customers can account for a significant  portion
of the Company's  revenues.  Revenues from one customer  represented 23% and 21%
for the three and six month periods ended August 31, 2002,  and 18% for both the
three and six month periods ended August 31, 2001, of the Company's revenues for
those respective  periods.  Revenues from a second customer  represented 10% and
13% for the three and six month periods  ended August 31, 2002,  and 14% and 13%
for the three and six month  periods  ended  August 31, 2001,  of the  Company's
revenues  for  those  respective   periods.   Revenues  from  a  third  customer
represented  12% and 11% of the Company's  revenues for the three and six months
ended August 31, 2002, respectively. Revenues from a fourth customer represented
10% of the Company's revenues for both the three and six months ended August 31,
2002, respectively. No other customer represented more than 10% of the Company's
revenues in those  periods.  The Company  expects  that its key  customers  will
continue to account for a significant  portion of its revenues for the remainder
of fiscal 2003 and for the foreseeable future.

Gross Profit

Gross profit for the three months  ended August 31, 2002 was $17.1  million,  or
44.7% of revenues,  compared to $12.2  million,  or 40.1% of  revenues,  for the
three months  ended  August 31, 2001.  For the six month period ended August 31,
2002,  gross profit was $32.2 million,  or 44.5% of revenues,  compared to $24.0
million, or 39.1% of revenues, for the year-earlier six month period.

This  improvement  in gross  profit in fiscal  2003,  compared  to fiscal  2002,
reflects the combination of lower product costs, new product introductions,  and
an  increase  in unit  production.  Revenues  for the first half of fiscal  2003
include  several new Advanced I/O devices,  and, as is typical of this family of
products,  these  products  command  higher  gross  profit  margins  than mature
products.  Record unit production  during the first half of fiscal 2003 resulted
in more efficient use of fixed manufacturing overhead costs.

Research and Development Expenses

The Company's research and development expenses (R&D) consist of circuit design,
development  and  validation,  product  engineering,  software  development  and
related support  activities.  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,  which, in turn, drive the
Company's opportunities for future growth.

R&D expenses  were $7.8  million and $14.6  million for the three and six months
ended August 31, 2002, respectively,  compared to $7.6 million and $16.0 million
for the three and six months periods ended August 31, 2001, respectively.

R&D  expenses for the three months ended August 31, 2002 include $1.5 million of
costs incurred by ATC, the acquisition of which added approximately 35 engineers
and designers to the Company's staff.  This increase in R&D expenses  associated
with the  addition of ATC was  partially  offset by the impact of the  Company's
November 2001 restructuring,  which reduced annual R&D expenses by approximately
$5.0 million. That restructuring,  further details regarding which appear within
Note 6 to the  Consolidated  Financial  Statements  included within this report,
among other things,  reduced R&D expenses for engineering staff, prototype costs
and  other  development   activities  associated  with  PC  chipset  development
programs.

Selling, General and Administrative Expenses

Selling,  general  and  administrative  expenses  were  $8.7  million  and $16.9
million,  or 22.6% and 23.3% of  revenues,  for the three and six month  periods
ended August 31, 2002, respectively.  These expenses compare to $7.7 million and
$15.5  million,  or 25.2% and 25.3% of revenues,  reported for the three and six
month periods ended August 31, 2001, respectively.

Contributing  to the dollar  increase in the current  year's three and six month
periods,  as compared to the prior year's  comparable  periods,  were additional
selling,  general and administrative costs associated with the operation of ATC,
and incremental  selling costs  associated with the higher revenues during these
periods.  Partially  offsetting  these increases was the impact of the Company's
November 2001 business restructuring,  which reduced annual selling, general and
administrative expenses by approximately $0.9 million.

Amortization of Intangible Assets

For the three months ended August 31, 2002, the Company recorded $0.3 million of
intangible  asset  amortization  and a charge  of $0.1  million  for  in-process
research and development expenses,  associated with the June 2002 acquisition of
ATC.

Other Income and Expense

Interest  income of $0.5  million  and $1.1  million for the three and six month
periods ended August 31, 2002, respectively, declined from $1.0 million and $2.1
million reported for the  corresponding  year-earlier  periods.  These decreases
reflect lower interest rates on short-term  investments  during the current year
periods  compared to the prior year periods.  Other income  (expense),  net, was
negligible  for the three and six month  periods  ended August 31,  2002.  Other
income  (expense),  net totaled  $0.5  million for three months ended August 31,
2001,  and  included  $0.6  million  of gains on sales of a portion of an equity
investment,  partially  offset by $0.1 million of interest  and other  expenses.
Other income (expense),  net totaled $1.6 million for the six month period ended
August 31, 2001,  and included  gains of $0.6 million  realized from the sale of
two  underutilized  facilities and gains of $1.1 million  realized on sales of a
portion of an equity  investment,  partially  offset by $0.1 million of interest
and other expenses.

Income Taxes

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
treatment of certain  expenses,  the impact of tax-exempt income and various tax
credits.

The Company recorded a provision for income taxes from continuing operations for
the six months ended August 31, 2002 at its expected  effective  rate for fiscal
2003 of  approximately  26.0%. By comparison,  the effective  income tax benefit
rate was  approximately  37.0% for the six months  ended  August 31,  2001.  The
expected effective income tax rate for fiscal 2003 primarily reflects the impact
of  tax-exempt  interest  income and income tax credits  anticipated  for fiscal
2003.

Discontinued Operations

The  Company  has been  involved  in  several  legal  actions  relating  to past
divestitures of divisions and business units.  These divestitures were accounted
for as discontinued  operations,  and  accordingly,  costs associated with these
actions,  one of which has  continued  into fiscal 2003,  are reported as a Loss
from discontinued operations on the Consolidated Statements of Operations. These
costs totaled $0.3 million,  after applicable income tax benefits,  for both the
three and six month periods  ended August 31, 2002.  For the three and six month
periods  ended August 31, 2001,  these costs were $0.3 million and $0.6 million,
respectively, after applicable income tax benefits.


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  decreased to
$103.3 million as of August 31, 2002, compared to $126.7 million at February 28,
2002.  This decrease  reflects $15.7 million of cash used for the acquisition of
ATC, and $9.9 million used for purchases of treasury stock.  Further details for
these activities are provided in the discussion below.

Operating  activities  generated  $1.8  million of cash for the six months ended
August 31, 2002.  Investing  activities  consumed  $29.4 million of cash for the
same period,  including the $15.7 million used in the  acquisition  of ATC, $3.2
million used for capital  expenditures  and $10.6  million for net  purchases of
short-term  investments.  Financing  activities  consumed  $7.1  million of cash
during the first six  months of fiscal  2003,  including  the $9.9  million  for
purchases of treasury stock and $1.6 million for debt payments, partially offset
by $4.4 million generated from the issuance of common stock through exercises of
stock options.

The Company's  inventories increased by $6.4 million during the first six months
of fiscal 2003, as the Company  stages for higher  revenues  anticipated  in the
second half of the fiscal year.

Capital expenditures for the six months ended August 31, 2002 were $3.2 million.
Capital  expenditures  in fiscal 2003 are  expected  to exceed the $4.5  million
incurred in fiscal 2002, based upon management's current expectations  regarding
the level of economic activity in the high technology sector during this period.
Capital   expenditures   are   typically   incurred  to  support  the  Company's
semiconductor  test operation and to acquire hardware,  software and other tools
used in the design of the Company's products. There were no material commitments
for capital expenditures as of August 31, 2002.

The Company completed its acquisition of ATC in June 2002, which resulted in the
use of  approximately  $15.7  million of cash. Up to $17.5 million of additional
consideration,  payable in SMSC  common  stock and cash,  may be issued to ATC's
former  shareholders  during  fiscal 2004 upon  satisfaction  of certain  future
performance  goals.  Through  this  acquisition,  the  Company  assumed  certain
long-term  obligations  of ATC,  including  long-term  obligations  to  vendors,
unsecured  notes payable and  obligations  under capital  leases.  The Company's
long-term  debt,  including  the  long-term  portion  of these ATC  obligations,
totaled approximately $1.1 million at August 31, 2002.

During the six months  ended  August 31,  2002,  the Company  purchased  446,000
shares of treasury  stock at a cost of $9.1 million  under its stock  repurchase
program. The Company also paid $0.8 million in early March 2002 to settle 45,000
treasury  shares  acquired at the end of February  2002.  The  exercise of stock
options by employees  and  directors  generated  $4.4 million of cash during the
same six month period.

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 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 June 2002,  the  Financial  Accounting  Standards  Board issued SFAS No. 146,
Accounting  for Exit or  Disposal  Activities.  SFAS No. 146  requires  that the
liability for costs  associated with an exit or disposal  activity be recognized
at their fair values when the liabilities are incurred. Under previous guidance,
liabilities  for certain exit costs were  recognized at the date that management
committed to an exit plan, which is generally before the actual  liabilities are
incurred.  As SFAS No. 146 is  effective  only for exit or  disposal  activities
initiated  after  December 31, 2002,  the Company does not currently  expect the
adoption  of  this  statement  to  have  a  material  impact  on  its  financial
statements.


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 August 31, 2002,  the Company's  $39.5  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 August 31, 2002, 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  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 $0.5 million to its August 31, 2002
investment value. This investment has experienced a decline in market value, and
as of August 31, 2002,  its fair value is  approximately  $5.4 million below its
historical  cost of $10.7  million.  However,  the  Company  currently  does not
believe this decrease to be other than  temporary,  due to the short duration of
the decline. In the event that the decline in market value of this investment is
determined to be other than  temporary,  a charge to earnings  would be recorded
for all or a  portion  of the  unrealized  loss,  and a new  cost  basis  in the
investment would be established. The Company has sold call options covering this
investment in the past and may do so in the future to reduce some of this market
risk. No call options were sold covering this  investment  during the six months
ended August 31, 2002.

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 March 2002, 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  were not  significant.  The  contract  is
scheduled to expire in March 2003.

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  report on Form 10-K
filed with the Securities and Exchange Commission on April 26, 2002.


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 4.  Submission of Matters to a Vote of Security Holders

The  following  matters  were  submitted  to a vote of  security  holders at the
registrant's July 10, 2002 annual meeting of shareholders.

(1) The following were elected directors, each receiving the number of votes set
    opposite their respective names:

                                                              Broker
                               For           Withheld        Non-Votes

    Steven J. Bilodeau      12,499,292      1,693,478               --
    Peter F. Dicks          12,381,176      1,811,594               --

Each of the following  directors,  who were not up for  reelection at the annual
meeting of shareholders,  will continue to serve as directors: James R. Berrett,
James J. Boyle, Robert M. Brill, Andrew M. Caggia and Ivan T. Frisch.

(2) The 2002 Stock  Option and  Restricted  Stock Plan was not  approved  by the
    following vote:

                                                                   Broker
                      For          Against       Abstain         Non-Votes

                   5,345,033      6,111,574      603,581         2,132,582

(3) The selection of  PricewaterhouseCoopers  as the Company's  auditors for the
    year ended February 28, 2003 was ratified by the following vote:

                                                                   Broker
                      For          Against       Abstain         Non-Votes

                   14,100,550        69,322       22,898               --

ITEM 6.  Exhibits and Reports on Form 8-K


(a) Exhibits

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

(b) Reports on Form 8-K

    On June 19, 2002,  the Company filed a Current Report on Form 8-K under Item
    5 - Other Events,  reporting the June 3, 2002 acquisition of Gain Technology
    Corporation.  No  financial  statements  were  included  within this filing.

<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:  October 15, 2002                  /s/    Andrew M. Caggia
                                         ------------------------
                                                (Signature)

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

<PAGE>
                                 CERTIFICATIONS


          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: October 15, 2002                     By: /s/ Steven J. Bilodeau
                                           ---------------------------
                                                   (signature)

                                           Steven J. Bilodeau
                                           Chairman of the Board, President and
                                           Chief Executive Officer

<PAGE>

          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: October 15, 2002                     By: /s/ Andrew M. Caggia
                                           --------------------------
                                                   (signature)

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