Exhibit 31.2

                                  CERTIFICATION


I, Andrew M. Caggia, certify that:

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

          2. Based on my  knowledge,  this  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 report;

          3.  Based  on  my  knowledge,  the  financial  statements,  and  other
financial  information  included in this 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 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-15 (e) and 15d-15 (e)) for the registrant and have:

          a) Designed such disclosure  controls and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  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 report is being prepared;

          b) Evaluated the effectiveness of the registrant's disclosure controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          c)  Disclosed in this report any change in the  registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter that has materially  affected,  or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

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

          a) All significant  deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

          b) Any fraud,  whether or not material,  that  involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date: July 2, 2004                       By: /s/ Andrew M. Caggia
                                         --------------------------
                                                 (signature)

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