##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-Q
      þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    August 31, 2008ORo

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
    incorporation or organization)

(I.R.S. Employer
    Identification No.80 Arkay Drive, Hauppauge, New York

11788-3728(Address of principal executive
    offices)

(Zip
    Code)    Registrants telephone number, including area code:
 (631) 435-6000
  þ o
  Rule 12b-2
  Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a
    smaller reporting company)   Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
   
 PART I  FINANCIAL INFORMATIONItem 1.


Financial Statements


3Condensed Consolidated Balance Sheets as of
    August 31, 2008 and February 29, 2008


3Condensed Consolidated Income Statements for the
    Three Month and Six-Month Periods Ended August 31, 2008 and
    2007


4Condensed Consolidated Statements of Cash Flows
    for the Six-Month Periods Ended August 31, 2008 and 2007


5Notes to Condensed Consolidated Financial
    Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


29Item 4.


Controls and Procedures


30PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


31Item 1A.


Risk Factors


31Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


31Item 3.


Defaults Upon Senior Securities


32Item 4.


Submission of Matters to a Vote of Security
    Holders


32Item 5.


Other Information


32Item 6.


Exhibits


33Signature


34Exhibit 10.4EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1   2




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##### Table of Contents



PART I
 Item 1.
    Financial Statements  STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
   August 31,


February 29,2008


2008(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
97,110


$
61,641Accounts receivable, net


54,148



52,877Inventories


57,381



58,885Deferred income taxes


15,594



16,347Other current assets


10,048



8,566Total current assets


234,281



198,316Property, plant and equipment, net


60,465



60,547Goodwill


104,221



105,463Intangible assets, net


33,178



36,930Long-term investments


81,916



124,469Deferred income taxes


9,490



10,464Other assets


3,442



3,287TOTAL ASSETS

$
526,993


$
539,476LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
23,846


$
29,700Deferred income on shipments to distributors


17,943



20,766Accrued expenses, income taxes and other liabilities


28,023



29,001Total current liabilities


69,812



79,467Deferred income taxes


7,334



7,928Other liabilities


13,983



15,992Commitments and contingenciesShareholders equity:Preferred stock






Common stock


2,636



2,619Additional paid-in capital


321,011



312,499Retained earnings


187,232



174,051Treasury stock, at cost


(89,796
)


(72,652
)Accumulated other comprehensive income


14,781



19,572Total shareholders equity


435,864



436,089TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

$
526,993


$
539,476    3




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED INCOME STATEMENTS
   Three Months Ended


Six Months EndedAugust 31,


August 31,2008


2007


2008


2007(Unaudited)


(Unaudited)Product sales

$
94,161


$
94,436


$
183,923


$
172,950Intellectual property revenues


3,035



3,086



6,063



6,11997,196



97,522



189,986



179,069Costs and expenses:Costs of goods sold (exclusive of amortization shown below)


46,419



47,879



90,779



86,730Research and development


18,028



18,192



36,363



36,181Selling, general and administrative


21,184



21,616



44,783



41,864Amortization of intangible assets


1,515



1,652



3,295



3,293Income from operations


10,050



8,183



14,766



11,001Interest income


1,082



1,665



2,825



3,067Interest expense


(24
)


(89
)


(96
)


(174
)Other income (expense), net


1,003



(50
)


849



284Income before provision for income taxes


12,111



9,709



18,344



14,178Provision for income taxes


3,408



428



5,163



1,695Net income

$
8,703


$
9,281


$
13,181


$
12,483Basic net income per share:

$
0.39


$
0.40


$
0.59


$
0.54Diluted net income per share:

$
0.38


$
0.39


$
0.58


$
0.53Weighted average common shares outstanding:Basic


22,188



23,097



22,323



22,939Diluted


22,608



23,845



22,740



23,652    4




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
   August 31,2008


2007(Unaudited)Cash flows from operating activities:Net income

$
13,181


$
12,483Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


10,754



9,961Foreign exchange gains


(362
)


(277
)Excess tax benefits from stock-based compensation


(115
)


(1,019
)Stock-based compensation


7,809



10,059Deferred income taxes


1,328



(1,886
)Deferred income on shipments to distributors


(2,823
)


2,700Sales returns and allowances


(77
)


317Changes in operating assets and liabilities:Accounts receivable


(1,454
)


(6,833
)Inventories


1,210



8,510Accounts payable, accrued expenses and other liabilities


(8,424
)


(9,560
)Income taxes payable


(1,576
)


(2,262
)Other changes in assets and liabilities, net


(1,512
)


1,268Net cash provided by operating activities


17,939



23,461Cash flows from investing activities:Capital expenditures


(6,203
)


(5,337
)Purchases of investments


(20,730
)


(348,965
)Sales of investments


60,600



322,405Net cash provided by (used in) investing activities


33,667



(31,897
)Cash flows from financing activities:Excess tax benefits from stock-based compensation


115



1,019Proceeds from issuance of common stock


2,782



12,764Purchases of treasury stock


(17,144
)


(9,287
)Repayments of obligations under capital leases and notes payable


(1,376
)


(1,185
)Net cash (used in) provided by financing activities


(15,623
)


3,311Effect of foreign exchange rate changes on cash and cash
    equivalents


(514
)


254Net increase (decrease) in cash and cash equivalents


35,469



(4,871
)Cash and cash equivalents at beginning of period


61,641



36,255Cash and cash equivalents at end of period

$
97,110


$
31,384    5




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    BASIS OF
    PRESENTATION      Form 10-K, Form 10-K).
        2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Form 10-K)
  The Fair
    Value Option for Financial Assets and Financial
    Liabilities  Including an Amendment of
    SFAS 115
 6




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value Measurements SFAS 157-1 SFAS 157-2 SFAS 157-1 SFAS 157-2
  SFAS 157-2,
    
    Level 1  Quoted prices in active
    markets for identical assets or liabilities.
    Level 2  Observable inputs, other
    than Level 1 prices, such as quoted prices in active
    markets for similar assets and liabilities, quoted prices for
    identical or similar assets and liabilities in markets that are
    not active, or other inputs that are observable or can be
    corroborated by observable market data.
    Level 3 Unobservable inputs that
    are supported by little or no market activity and that are
    significant to the fair value of the assets or liabilities. This
    includes certain pricing models, discounted cash flow
    methodologies and similar techniques that use significant
    unobservable inputs.    (in thousands)
  Classification onGross


Gross


Aggregate


Balance SheetUnrealized


Unrealized


Fair


Short-Term


Long-TermAugust 31, 2008

Cost


Gains


Losses


Value


Investments


InvestmentsEquity Securities

$
143


$
2


$
(41
)

$
104


$



$
104Auction Rate Securities


84,500







(2,688
)


81,812







81,812Money Market Funds


82,669











82,669







$
167,312


$
2


$
(2,729
)

$
164,585


$



$
81,916   Classification onGross


Gross


Aggregate


Balance SheetUnrealized


Unrealized


Fair


Short-Term


Long-TermFebruary 29, 2008

Cost


Gains


Losses


Value


Investments


InvestmentsEquity Securities

$
143


$
2


$
(51
)

$
94


$



$
94Auction Rate Securities


124,375











124,375







124,375Money Market Funds


47,405











47,405







$
171,923


$
2


$
(51
)

$
171,874


$



$
124,469  7




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    in thousands
  Estimated FairCost


ValueDue in one year or less

$



$
Due in one year through five years


16,000



15,552Due in five years through ten years


8,000



7,801Due in ten through twenty years


17,400



16,856Due in over twenty years


43,100



41,603Total

$
84,500


$
81,812     in thousands
  Total Fair


Fair Value Measurements atValue at


Report Date Using8/31/2008


Level 1


Level 2


Level 3Assets:Equity Securities

$
104


$
104


$



$
Auction rate securities


81,812











81,812Money market funds


82,669



82,669







Other assets-cash surrender value


1,603







1,603



Total Assets:

$
166,188


$
82,773


$
1,603


$
81,812Liabilities:Accrued expenses-Foreign exchange contracts

$
(1,987
)

$



$
(1,987
)

$
Total Liabilities:

$
(1,987
)

$



$
(1,987
)

$
Net

$
164,201


$
82,773


$
(384
)

$
81,812    8




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      in thousands
  Quarter


Six MonthsEnded


EndedAuction Rate Securities:

August 31, 2008


August 31, 2008Balance at beginning of period

$
72,363


$
124,375Transfers out to level 2 (Auction Rate Securities with
    market inputs)






(28,975
)Transfers into level 3


14,100



14,100Sales of Level 3 investments


(4,000
)


(25,000
)Total gains and losses:Included in earnings (realized)






Unrealized losses included in accumulated other comprehensive
    income


(651
)


(2,688
)Balance as of August 31, 2008

$
81,812


$
81,812         Expected Term


3 YearsIlliquidity Discount


1.18%-1.27%Discount Rate


4.54%-4.88%    9




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement
    No. 133
 10




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  The
    Hierarchy of Generally Accepted Principles The Meaning of
    Present Fairly in Conformity with Generally Accepted Accounting
    Principles
  4.
    COMPREHENSIVE
    INCOME    (in thousands)
  Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Net income

$
8,703


$
9,281


$
13,181


$
12,483Other comprehensive income:Change in foreign currency translation adjustments


(6,096
)


1,302



(2,336
)


2,969Change in unrealized gain (loss) on investments, net of taxes


(652
)


4



(2,607
)


7Change in minimum pension liability adjustment, net of taxes


39



47



152



94Total comprehensive income

$
1,994


$
10,634


$
8,390


$
15,553   (in
    thousands)
  August 31,


February 29,2008


2008Unrealized losses on investments

$
(2,620
)

$
(13
)Foreign currency items


17,101



19,437Minimum pension liability adjustment


300



148Total accumulated other comprehensive income

$
14,781


$
19,572   5.
    NET
    INCOME PER SHARE   11




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in
    thousands)
  Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Average shares outstanding for basic net income per share


22,188



23,097



22,323



22,939Dilutive effect of stock options and unvested restricted stock
    awards


420



748



417



713Average shares outstanding for diluted net income per share


22,608



23,845



22,740



23,652     6.
    INVESTMENTS    7.
    GOODWILL
    AND INTANGIBLE ASSETS    Goodwill and Other Intangible Assets
     12




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands)
  August 31, 2008


February 29, 2008Accumulated





AccumulatedCost


Amortization


Cost


AmortizationPurchased technologies

$
40,773


$
20,953


$
41,175


$
18,680Customer relationships and contracts


12,153



5,255



12,396



4,588Other


814



478



812



435Total  finite-lived intangible assets


53,740



26,686



54,383



23,703Trademark


6,124







6,250



$
59,864


$
26,686


$
60,633


$
23,703     (in thousands)
  Period

AmountRemainder of fiscal 2009

$
2,964Fiscal 2010

$
5,909Fiscal 2011

$
5,882Fiscal 2012

$
5,865Fiscal 2013

$
5,839Fiscal 2014 and thereafter

$
595   8.
    OTHER
    BALANCE SHEET DATA  first-in, (in
    thousands)
  August 31,


February 29,2008


2008Raw materials

$
1,575


$
1,140Work-in-process


22,446



25,045Finished goods


33,360



32,700$
57,381


$
58,885  13




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands)
  August 31,


February 29,2008


2008Land

$
578


$
578Buildings and improvements


34,273



32,885Machinery and equipment


124,910



119,587159,761



153,050Less: accumulated depreciation


(99,296
)


(92,503
)$
60,465


$
60,547   (in thousands)
  August 31,


February 29,2008


2008Compensation, incentives and benefits

$
10,510


$
11,881Stock appreciation rights


6,696



4,507Supplier financing  current portion


3,042



2,780Foreign exchange contracts payable


1,987



1,369Other


5,788



8,464$
28,023


$
29,001   (in thousands)
  August 31,


February 29,2008


2008Retirement benefits

$
7,284


$
7,670Income taxes


3,768



4,313Supplier financing  long-term portion


2,784



3,897Other


147



112$
13,983


$
15,992   9.
    COMMON
    STOCK REPURCHASE PROGRAM   14




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    OTHER
    (EXPENSE) INCOME, NET  (in thousands)
  Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Realized and unrealized foreign currency transaction gains
    (losses)

$
993


$
(102
)

$
744


$
(126
)Gain on sale of EPCO bankruptcy claim














316Gains (losses) on disposal of property


3



(2
)


2



1Other miscellaneous income


7



54



103



93$
1,003


$
(50
)

$
849


$
284   11.
    INCOME
    TAXES          12.
    BUSINESS
    RESTRUCTURING     15




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    BENEFIT
    AND INCENTIVE PLANS (INCLUDING SHARE-BASED PAYMENTS)    Share-Based Payments (in
    thousands)
  Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Costs of goods sold

$
251


$
679


$
781


$
1,055Research and development


636



2,200



2,414



4,044Selling, general and administrative


1,344



3,707



5,130



6,294Stock-based compensation expense under SFAS 123R, before
    income tax benefit


2,231



6,586



8,325



11,393Tax benefit


803



2,371



2,997



4,101Stock-based compensation expense under SFAS 123R, after
    income tax benefit

$
1,428


$
4,215


$
5,328


$
7,292   Employee
    and Director Stock Option Plans
    (shares in
    thousands)
  WeightedAverage


WeightedExercise


AverageFiscal 2009


Prices


Contractual


AggregateShares


per Share


Term


Intrinsic ValueOptions outstanding, March 1, 2008


3,413


$
22.58Granted


161


$
30.41Exercised


(138
)

$
20.09Canceled, forfeited or expired


(125
)

$
22.98Options outstanding, August 31, 2008


3,311


$
23.05



6.2


$
22,633,893Options exercisable, August 31, 2008


1,811


$
20.26



4.9


$
16,662,010  16




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Dividend yield














Expected volatility


49
%


52
%


49
%


52
%Risk-free interest rates


3.07
%


4.41
%


3.07
%


4.41%-4.59
%Expected lives (in years)


4.88



4.46



4.88



4.46   Restricted
    Stock Awards
    (shares in
    thousands)
  AverageNumber of


Grant-DateShares


Fair ValueRestricted stock shares outstanding, March 1, 2008


210


$
27.52Granted


43


$
29.12Canceled or expired


(13
)

$
30.82Vested


(79
)

$
20.76Restricted stock shares outstanding, August 31, 2008


161


$
31.02     Stock
    Appreciation Rights Plans
   17




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (shares in thousands)
  WeightedAverage


WeightedExercise


AverageFiscal 2009


Prices


Contractual


AggregateShares


per Share


Term


Intrinsic ValueSARs outstanding, March 1, 2008


2,711


$
27.66Granted


999


$
29.23Exercised


(60
)

$
24.17Canceled or expired


(37
)

$
29.46SARs outstanding, August 31, 2008


3,613


$
28.13



8.16


$
9,365,466SARs exercisable, August 31, 2008


741


$
25.93



7.71


$
3,519,709       Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Dividend yield














Expected volatility


49
%


52
%


49
%


52
%Risk-free interest rates


2.07%-3.07
%


4.55%-4.87
%


2.07%-3.07
%


4.55%-4.87
%Expected lives (in years)


.96-4.84



1.54-4.44



.96-4.84



1.54-4.44   Retirement
    Plans
   18




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (in thousands)
  Three Months


Six MonthsEnded August 31,


Ended August 31,2008


2007


2008


2007Components of net periodic benefit costs:Service cost  benefits earned during the period

$
314


$
140


$
432


$
274Service cost  benefits forfeited during the period










(140
)


Interest cost on projected benefit obligations


105



87



210



174Amortization of net obligation


61



65



123



130Net periodic pension expense

$
480


$
292


$
624


$
578   August 31,


February 29,2008


2008Amounts recognized in accumulated other comprehensive
    income:Transition obligation

$
124


$
246Net income


(583
)


(583
)Prior service cost






Total amount recognized in accumulated other comprehensive income

$
(460
)

$
(337
)       14.
    COMMITMENTS
    AND CONTINGENCIES  and/or
  United
    States Customs Liability Payment
   19




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  OPTi,
    Inc. Patent Infringement Lawsuit
  patents-in-suit.
  15.
    SUPPLEMENTAL
    CASH FLOW DISCLOSURES    16.
    OPERATING
    SEGMENT INFORMATION  Disclosures about Segments of
    an Enterprise and Related Information.
  17.
    TRANSITION
    SERVICES AGREEMENT     20




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    SUBSEQUENT
    EVENT   21




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
    QUARTERLY REPORT ON
    FORM 10-Q
    FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2008
  Item 2. 
    Managements
    Discussion and Analysis of Financial Conditions and Results of
    Operations  GENERAL
  Financial Statements Form 10-Q
  Forward-Looking
    Statements
    Form 10-K Form 10-Q Risk Factors,
  Description
    of Business
   22




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##### Table of Contents



Business
    Outlook
    CRITICAL
    ACCOUNTING POLICIES & ESTIMATES
        
    Revenue Recognition
    Inventory Valuation
    Valuation of Long-Lived Assets
    Accounting for and Valuation of Share-Based Payments
    Accounting for Income Taxes and Uncertain Tax Positions
    Legal Contingencies
    Valuation of Long-Term Investments  Form 10-K Financial Statements Fair Value Measurements
    (SFAS 157).
 23




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##### Table of Contents



RESULTS
    OF OPERATIONS
  Sales
    and Revenues
      Costs
    of Goods Sold
      Research
    and Development Expenses
   24




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##### Table of Contents



Selling,
    General and Administrative Expenses
      Amortization
    of Intangible Assets
    Interest
    and Other Income (Expense)
     25




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##### Table of Contents



Provision
    for Income Taxes
          LIQUIDITY &
    CAPITAL RESOURCES
         26




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##### Table of Contents



COMMITMENTS
    AND CONTINGENCIES
  and/or
 27




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##### Table of Contents



United
    States Customs Liability Payment
    OPTi,
    Inc. Patent Infringement Lawsuit
  patents-in-suit.
  RECENT
    ACCOUNTING PRONOUNCEMENTS
  Business Combinations Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB 51
  Disclosures about Derivative Instruments and Hedging
    Activities  an Amendment of FASB Statement
    No. 133
 28




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##### Table of Contents



The
    Hierarchy of Generally Accepted Principles The Meaning of
    Present Fairly in Conformity With Generally Accepted Accounting
    Principles
  Item 3. 
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Risk
          Financial
    Statements
  Equity
    Price Risk
    Foreign
    Currency Risk
   29




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##### Table of Contents



Commodity
    Price Risk
    Item 4. 
    Controls
    and Procedures     30




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##### Table of Contents



PART II
  Item 1. 
    Legal
    Proceedings  and/or
  patents-in-suit.
  Item 1.A. 
    Risk
    Factors  Form 10-Q Forms 10-K, 10-Q 8-K,
  Form 10-K,
  Item 2. 
    Unregistered
    Sales of Equity Securities and Use of Proceeds          31




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##### Table of Contents



TotalNumber ofShares


MaximumTotal





Purchased as


Number ofNumber of


Average


Part of Publicly


Shares thatShares


Price per


Announced


may Yet bePeriod

Purchased


Share


Plans


PurchasedJune 2008


216,788


$
29.20



216,788



1,004,916July 2008





$








1,004,916August 2008


3,000


$
26.80



3,000



1,001,916Total


219,788


$
29.17



219,788   Item 3. 
    Defaults
    Upon Senior Securities    Item 4. 
    Submission
    of Matters to a Vote of Security Holders    For


Against


Withheld


AbstentionsElection of Steven J. Bilodeau


19,814,115







710,350Election of Peter F. Dicks


19,773,357







751,108Election of Stephen C. McCluski


20,326,079







198,386Proposal to ratify the appointment ofPricewaterhouseCoopers LLP as the Companys registered
    independent public accounting firm


20,497,833



23,165







3,467   Item 5. 
    Other
    Information   32




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##### Table of Contents



Item 6. 
    Exhibits  10
.1*



Indemnity Agreement made as of July 10, 2008 between
    Standard Microsystems Corporation and Stephen C. McCluski
    incorporated by reference to the standard form of indemnity
    agreement filed as Exhibit 10.1 to the Companys
    Form 8-k
    filed on November 23, 2005.10
.2*



Employment Agreement made as of October 1, 2008 between
    Standard Microsystems Corporation and Christine King
    incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-k
    filed on October 3, 2008.10
.3*



Indemnity Agreement made as of October 20, 2008 between
    Standard Microsystems Corporation and Christine King
    incorporated by reference to the standard form of indemnity
    agreement filed as Exhibit 10.1 to the Companys
    Form 8-k
    filed on November 23, 2005.10
.4*



Standard Microsystems Corporation Plan for Deferred Compensation
    in Common Stock for Outside Directors as amended on
    September 11, 2008.31
.1



Certification of Principal Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Principal Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Indicates a management or compensatory plan or arrangement. 33




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##### Table of Contents



SIGNATURE      By:
    /s/  Joseph
    S. Durko         34




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##### Table of Contents



EXHIBIT INDEX  ExhibitNo.



Description10
.1*



Indemnity Agreement made as of July 10, 2008 between
    Standard Microsystems Corporation and Stephen C. McCluski
    incorporated by reference to the standard form of indemnity
    agreement filed as Exhibit 10.1 to the Companys
    Form 8-k
    filed on November 23, 2005.10
.2*



Employment Agreement made as of October 1, 2008 between
    Standard Microsystems Corporation and Christine King
    incorporated by reference to Exhibit 10.1 to the
    Companys
    Form 8-k
    filed on October 3, 2008.10
.3*



Indemnity Agreement made as of October 20, 2008 between
    Standard Microsystems Corporation and Christine King
    incorporated by reference to the standard form of indemnity
    agreement filed as Exhibit 10.1 to the Companys
    Form 8-k
    filed on November 23, 2005.10
.4*



Standard Microsystems Corporation Plan for Deferred Compensation
    in Common Stock for Outside Directors as amended on
    September 11, 2008.31
.1



Certification of Principal Executive Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31
.2



Certification of Principal Financial Officer pursuant to
    Rule 13a-14(a)
    (17 CFR 240.13a-14(a)), as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Certifications of Principal Executive Officer and Principal
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    indicates a management or compensatory plan or arrangement. 35