##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2006ORo

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 o
    Accelerated
    filer þ
    Non-accelerated
    filer o  Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
  Part I 
    FINANCIAL INFORMATIONItem 1.


Financial
    Statements

1Condensed
    Consolidated Balance Sheets as of August 31, 2006 and
    February 28, 2006

1Condensed
    Consolidated Income Statements for the Three and Six-Month
    Periods Ended August 31, 2006 and 2005

2Condensed
    Consolidated Statements of Cash Flows for the Six-Month Periods
    Ended August 31, 2006 and 2005

3Notes to Condensed
    Consolidated Financial Statements

4Item 2.


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

18Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk

25Item 4.


Controls and
    Procedures

26Part II 
    OTHER INFORMATIONItem 1.


Legal
    Proceedings

27Item 1A.


Risk
    Factors

27Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds

27Item 3.


Defaults Upon
    Senior Securities

27Item 4.


Submission of
    Matters to a Vote of Security Holders

27Item 5.


Other
    Information

28Item 6.


Exhibits

28Signatures

29Certificate of IncorporationSection 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 302 Certification of Chief Executive Officer & Chief Financial Officer   i




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##### Table of Contents



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


February 28,2006


2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
25,569


$
43,932Short-term investments


106,146



111,101Accounts receivable, net


47,846



39,802Inventories


53,271



41,861Deferred income taxes


18,555



17,457Other current assets


6,653



5,651Total current assets


258,040



259,804Property, plant and equipment,
    net


47,774



38,140Goodwill


96,748



94,606Intangible assets,
    net


42,817



44,039Deferred income taxes


7,170



8,307Other assets


3,097



3,314TOTAL ASSETS

$
455,646


$
448,210LIABILITIES AND
    SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
28,025


$
27,220Deferred income on shipments to
    distributors


16,724



13,205Accrued consideration payable
    pursuant to business acquisition agreement






17,750Accrued expenses, income taxes and
    other liabilities


28,945



28,919Total current
    liabilities


73,694



87,094Deferred income taxes


9,985



9,817Other liabilities


13,895



17,330Commitments and
    contingenciesShareholders
    equity:Preferred stock






Common stock


2,440



2,400Additional paid-in capital


259,094



250,792Retained earnings


127,002



112,642Treasury stock, at cost


(32,038
)


(25,961
)Deferred stock-based compensation






(3,953
)Accumulated other comprehensive
    income (losses)


1,574



(1,951
)Total shareholders
    equity


358,072



333,969TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
455,646


$
448,210    1




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED INCOME STATEMENTS
 (in
    thousands, except per share amounts)
  Three Months Ended


Six Months EndedAugust 31,


August 31,2006


2005


2006


2005(Unaudited)


(Unaudited)Product sales

$
93,834


$
76,417


$
177,126


$
142,409Intellectual property revenues


2,829



2,643



5,681



5,45896,663



79,060



182,807



147,867Costs and expenses:Costs of goods sold (exclusive of
    amortization shown below)


52,359



44,372



97,273



80,864Research and development


17,142



14,685



32,310



27,651Amortization of intangible assets


1,591



1,557



3,160



2,710In-process research and development














895Selling, general and administrative


18,159



18,554



31,962



32,145Income (loss) from operations


7,412



(108
)


18,102



3,602Interest income


1,173



649



2,319



1,372Interest expense


(111
)


(23
)


(144
)


(44
)Other income (expense), net


9



18



(53
)


(8
)Income before provision for income
    taxes


8,483



536



20,224



4,922Provision for income taxes


2,756



517



5,864



1,876Net income

$
5,727


$
19


$
14,360


$
3,046Basic net income per share:

$
0.26


$



$
0.66


$
0.15Diluted net income per share:

$
0.25


$



$
0.62


$
0.14Weighted average common shares
    outstanding:Basic


21,904



20,630



21,864



20,325Diluted


22,784



21,611



23,005



21,071    2




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in
    thousands)
  August 31,2006


2005(Unaudited)Cash flows from operating
    activities:Net income

$
14,360


$
3,046Adjustments to reconcile net
    income to net cash provided by (used for) operating
    activities:Depreciation and amortization


8,787



8,238Tax benefits from employee stock
    plans






698In-process research and
    development charge






895Stock-based compensation


994



6,347Deferred income taxes


207



(2,953
)Other adjustments, net






(11
)Changes in operating assets and
    liabilities, net of business acquisition impact:Accounts receivable


(7,494
)


(13
)Inventories


(11,036
)


6,675Accounts payable, accrued expenses
    and other liabilities


(4,172
)


3,149Deferred income


3,520



1,187Income taxes payable


1,602



1,583Other changes, net


(1,132
)


831Net cash provided by operating
    activities


5,636



29,672Cash flows from investing
    activities:Capital expenditures


(12,506
)


(9,204
)Acquisition of OASIS
    SiliconSystems Holding AG, net of cash acquired


(12,555
)


(60,349
)Purchases of short-term investments


(239,685
)


(248,227
)Sales of short-term investments


244,640



197,831Other






21Net cash used in investing
    activities


(20,106
)


(119,928
)Cash flows from financing
    activities:Proceeds from issuance of common
    stock


2,847



2,814Purchases of treasury stock


(6,077
)


(2,162
)Repayments of obligations under
    capital leases and notes payable


(628
)


(1,313
)Net cash used in financing
    activities


(3,858
)


(661
)Effect of foreign exchange rate
    changes on cash and cash equivalents


(35
)


(531
)Net decrease in cash and cash
    equivalents


(18,363
)


(91,448
)Cash and cash equivalents at
    beginning of period


43,932



116,126Cash and cash equivalents at end
    of period

$
25,569


$
24,678    3




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1.
    BASIS OF
    PRESENTATION          Form 10-K,
    2.
    STOCK-BASED
    COMPENSATION    Share-Based Payment Accounting
    for Stock Issued to Employees Statement of Cash Flows.
   4




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting
    for Stock-Based Compensation
    Accounting for Stock-Based
    Compensation  Transition and Disclo
    3.
    BUSINESS
    ACQUISITION       5




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Initial ConsiderationCash

$
79.5SMSC common stock
    (2.1 million shares)


35.8Transaction costs


3.3118.6Additional
    ConsiderationCash


12.4SMSC common stock
    (0.2 million shares)


4.0Transaction costs


0.216.6$
135.2  6




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Cash and cash equivalents

$
22.4Accounts receivable


5.8Inventory


12.9Other current assets


0.5Identifiable intangible assets:Purchased technology


32.4Customer relationships


10.5Trademark


5.4Other


0.6Property and equipment


2.7Goodwill


67.8Deferred income tax benefits


0.6Accounts payable


(1.7
)Accrued expenses and income taxes


(6.5
)Deferred income tax liabilities


(19.1
)In-process research and development


0.9$
135.2     Business Combinations work-in-process
       7




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible
    Assets
      Three Months


Six MonthsEnded August 31,


Ended August 31,2005


2005Revenues

$
79.1


$
152.0Net income (loss)

$
(0.5
)

$
2.0Basic net income (loss) per share

$
(0.03
)

$
0.09Diluted net income (loss) per share

$
(0.03
)

$
0.09   4.
    INVESTMENTS  available-for-sale.
     8




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    BALANCE
    SHEET DATA  first-in,
  August 31,


February 28,2006


2006Raw materials

$
2,311


$
1,812Work-in-process


28,690



26,378Finished goods


22,270



13,671$
53,271


$
41,861     August 31,


February 28,2006


2006Land

$
1,389


$
803Buildings and improvements


35,629



15,135Machinery and equipment


85,170



75,584Construction in progress






16,184122,188



107,706Less: accumulated depreciation


(74,414
)


(69,566
)$
47,774


$
38,140   6.
    NET
    INCOME PER SHARE      Three Months Ended August 31,


Six Months Ended August 31,2006


2005


2006


2005Average shares outstanding for
    basic net income (loss) per share


21,904



20,630



21,864



20,325Dilutive effect of stock options
    and unvested restricted stock awards


880



981



1,141



746Average shares outstanding for
    diluted net income (loss) per share


22,784



21,611



23,005



21,071    9




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    COMPREHENSIVE
    INCOME  available-for-sale.
  Three Months


Six MonthsEnded


EndedAugust 31,


August 31,2006


2005


2006


2005Net income

$
5,727


$
19


$
14,360


$
3,046Other comprehensive income (loss):Change in foreign currency
    translation adjustments


(701
)


(175
)


3,527



(4,643
)Change in unrealized gain (loss)
    on marketable equity securities, net of taxes


5



(19
)


(3
)


52Total comprehensive income (loss)

$
5,031


$
(175
)

$
17,884


$
(1,545
)   8.
    BUSINESS
    RESTRUCTURING      9.
    GOODWILL
    AND INTANGIBLE ASSETS       10




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     August 31, 2006


February 28, 2006Accumulated





AccumulatedCost


Amortization


Cost


AmortizationPurchased technologies

$
38,381


$
10,079


$
37,280


$
7,425Customer relationships and
    contracts


10,707



1,977



10,040



1,235Total  finite-lived
    intangible assets


49,088



12,056



47,320



8,660Trademark and other


5,785







5,379



$
54,873


$
12,056


$
52,699


$
8,660       Period

AmountRemainder of fiscal 2007

$
3,193Fiscal 2008


6,385Fiscal 2009


5,622Fiscal 2010


5,356Fiscal 2011


5,356Fiscal 2012 and thereafter

$
11,122   10.
    RETIREMENT
    PLANS      Three Months Ended August 31,


Six Months Ended August 31,2006


2005


2006


2005Service cost  benefits
    earned

$
91


$
85


$
183


$
171Interest cost on projected benefit
    obligations


109



99



219



197Net amortization and deferral


82



67



158



134Net periodic pension expense

$
282


$
251


$
560


$
502    11




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    COMMON
    STOCK REPURCHASE PROGRAM    12.
    OPERATING
    SEGMENT INFORMATION  Disclosures about Segments of
    an Enterprise and Related Information.
  13.
    BENEFIT
    AND INCENTIVE PLANS  Employee
    and Director Stock Option Plans
    (shares in
    thousands):
  WeightedAverage


WeightedFiscal


Exercise


Average2007


Prices


Contractual


AggregateShares


per Share


Term


Intrinsic ValueOptions outstanding, March 1,
    2006


5,087


$
19.32Granted


292


$
24.13Exercised


(193
)

$
14.92Canceled or expired


(256
)

$
18.53Options outstanding,
    August 31, 2006


4,930


$
19.82



7.1


$
40,681,116Options exercisable,
    August 31, 2006


2,137


$
17.34



5.6


$
22,942,079    12




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##### Table of Contents



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


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedAugust 31,


August 31,


August 31,


August 31,2006


2005


2006


2005Dividend yield














Expected volatility


0.59



0.59



0.59



0.59Risk-free interest rates


5.06



3.98



4.59-5.06



3.98Expective lives (in years)


4.42



5.88



4.42



5.88   Restricted
    Stock Awards
      Number of


Grant-DateShares


Fair ValueRestricted stock shares
    outstanding, March 1, 2006


549


$
17.77Granted


57


$
23.38Canceled or expired


(12
)

$
23.11Vested


(73
)

$
17.61Restricted stock shares
    outstanding, August 31, 2006


521


$
18.29       Stock
    Appreciation Rights Plan
   13




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of


Grant-DateSARs


Fair ValueSARs outstanding, March 1,
    2006


1,544Granted


113


$
15.75Exercised


(4
)

$
16.09Canceled or expired


(46
)

$
14.70SARs outstanding, August 31,
    2006


1,607


$
15.77SARs exercisable, August 31,
    2006


214


$
16.03       Three Months


Six MonthsEnded


EndedAugust 31, 2006


August 31, 2006Dividend yield






Expected volatility


0.59



0.59Risk-free interest rates


4.86-4.92



4.86-4.97Expective lives (in years)


2.75-4.55



2.75-4.55   Stock-Based
    Compensation Expense
   14




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##### Table of Contents



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


Six MonthsEnded


EndedAugust 31, 2006


August 31, 2006Cost of goods sold

$
(317
)

$
126Research and development


(1,344
)


(1,021
)Selling, general and administrative


(1,893
)


(100
)Stock-based compensation under
    SFAS 123(R), before income tax benefit


(3,554
)


(995
)Tax benefit at 36%


1,279



358Stock-based compensation under
    SFAS 123(R), after income tax benefit

$
(2,275
)

$
(637
)Effect of
    SFAS 123(R)  Basic income (loss) per share

$
(0.10
)

$
(0.03
)Effect of
    SFAS 123(R)  Diluted income (loss) per share

$
(0.10
)

$
(0.03
)Weighted average common shares
    outstanding:Basic


21,904



21,864Diluted


22,784



23,005   Prior to
    the Adoption of SFAS 123(R)
    Three Months


Six MonthsEnded August 31,


Ended August 31,2005


2005Net income  as reported

$
19


$
3,046Add: Stock-based compensation
    expense included in net income, net of taxes  as
    reported


3,844



3,989Deduct: Stock-based compensation
    expense determined using the fair value method for all awards,
    net of taxes


(5,416
)


(7,731
)Net loss  pro forma

$
(1,553
)

$
(696
)Basic net income per
    share  as reported

$



$
0.15Diluted net income per
    share  as reported

$



$
0.14Basic and diluted net loss per
    share  pro forma

$
(0.08
)

$
(0.03
)   14.
    COMMITMENTS
    AND CONTINGENCIES   15




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Accounting Changes and Error Corrections Accounting Changes
  Accounting for Income Tax Uncertainties
    Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements beginning-of-year
  Fair Value Measurements
  Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans ®
 16




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##### Table of Contents



STANDARD
    MICROSYSTEMS CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17




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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, 2006
  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
  time-to-market
   18




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##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES & ESTIMATES
      
    Revenue Recognition
    Inventory Valuation
    Determination of the Allowance for Doubtful Accounts Receivable
    Valuation of Long-Lived Assets
    Valuation of Share-Based Payments
    Accounting for Deferred Income Taxes
    Legal Contingencies  Form 10-K Share-Based Payment
  BUSINESS
    ACQUISITION
  ®
     19




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##### Table of Contents



RESULTS
    OF OPERATIONS
    Sales and
    Revenues
    Three Months Ended August 31,2006


2005Amount


Percent


Amount


PercentMobile and desktop PC

$
41.6



43
%

$
39.0



49
%Consumer electronics and
    infotainment


38.1



39
%


26.1



33
%Industrial and other


14.1



15
%


11.4



14
%Total Product Sales


93.8



97
%


76.5



97
%Intellectual Property Revenues


2.9



3
%


2.6



3
%Total Sales and Revenues

$
96.7



100
%

$
79.1



100
%   Six Months Ended August 31,2006


2005Amount


Percent


Amount


PercentMobile and desktop PC

$
79.0



43
%

$
75.4



51
%Consumer electronics and
    infotainment


69.1



38
%


45.3



31
%Industrial and other


29.0



16
%


21.7



15
%Total Product Sales


177.1



97
%


142.4



96
%Intellectual Property Revenues


5.7



3
%


5.5



4
%Total Sales and Revenues

$
182.8



100
%

$
147.9



100
%      20




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##### Table of Contents



Costs of
    Goods Sold
       21




---



##### Table of Contents



Research
    and Development Expenses
      Selling,
    General and Administrative Expenses
      Amortization
    of Intangible Assets
    In-Process
    Research and Development
    Interest
    and Other Income (Expense)
   22




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##### Table of Contents



Provision
    for Income Taxes
        LIQUIDITY &
    CAPITAL RESOURCES
                 23




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##### Table of Contents



COMMITMENTS
    AND CONTINGENCIES
    RECENT
    ACCOUNTING PRONOUNCEMENTS
  Accounting Changes and Error Corrections Accounting Changes
  Accounting for Income Tax Uncertainties
    Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year
 24




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##### Table of Contents



Financial Statements beginning-of-year
  Fair Value Measurements
  Employers Accounting for Defined Benefit Pension
    and Other Postretirement Plans ®
 Item 3. 
    Quantitative and Qualitative Disclosures About Market
    Risk  Interest
    Rate Risk
        Equity
    Price Risk
   25




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##### Table of Contents



Foreign
    Currency Risk
     Item 4. 
    Controls and Procedures        Financial Statements  Note 3.
 26




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##### Table of Contents



PART II Item 1.  Legal
    Proceedings     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        TotalNumber ofShares


MaximumTotal





Purchased as


Number ofNumber of


Average


Part of Publicly


Shares thatShares


Price per


Announced


may Yet bePeriod

Purchased


Share


Plans


PurchasedJuly 2006


10,000


$
24.64



10,000



814,916August 2006


60,000


$
25.09



60,000



754,916Total


70,000


$
25.02



70,000



754,916  Item 3. 
    Defaults Upon Senior Securities   Item 4. 
    Submission of Matters to a Vote of Security
    Holders    27




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##### Table of Contents



For


Against


Withheld


AbstentionsElection of Andrew M. Caggia


18,670,275







487,710Election of James A. Donahue


18,378,658







779,327Proposal to amend the
    Companys Certificate of Incorporation to increase the
    number of authorized shares of common stock by
    55,000,000 shares to total of 85,000,000 authorized shares
    of common stock


12,469,478



6,416,470







272,037Proposal to ratify the appointment
    of PriceWaterhouseCoopers, LLP as the Companys registered
    independent public accounting firm


19,043,518



108,940







6,559  Item 5. 
    Other Information   Item 6. 
    Exhibits  3
.1





Certificate of Incorporation of
    Standard Microsystems Corporation as amended on July 12,
    2006.10
.1*





Standard Microsystems Corporation
    2006 Directors Stock Appreciation Rights Plan, as adopted on
    July 11, 2006, incorporated by reference to
    Exhibit 10.1 to the Registrants 8-K filed on
    July 14, 2006.10
.2*





2006 Employee Stock Appreciation
    Rights Plan, as adopted on September 1, 2006, incorporated
    by reference to Exhibit 10.1 to the Registrants
    8-K filed on
    September 1, 2006.31
.1





Certification of Chief 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 Chief 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 Chief Executive
    Officer and Chief 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. 28




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##### Table of Contents



SIGNATURE      By:
    /s/  Joseph
    S. Durko          29




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.



Description3
.1



Certificate of Incorporation of
    Standard Microsystems Corporations as amended on July 12,
    2006.10
.1*



Standard Microsystems Corporation
    2006 Directors Stock Appreciation Rights Plan, as adopted on
    July 11, 2006, incorporated by reference to
    Exhibit 10.1 to the Registrants 8-K filed on
    July 14, 2006.10
.2*



2006 Employee Stock Appreciation
    Rights Plan, as adopted on September 1, 2006, incorporated
    by reference to Exhibit 10.1 to the Registrants
    8-K filed on
    September 1, 2006.31
.1



Certification of Chief 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 Chief 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 Chief Executive
    Officer and Chief 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.