SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
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                                    FORM 10-Q

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

               For the quarterly period ended November 30, 2000

                                       OR

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

                          Commission file number 0-7422

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                        STANDARD MICROSYSTEMS CORPORATION

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              (Exact name of registrant as specified in its charter)

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


     80 ARKAY DRIVE, HAUPPAUGE, NEW YORK                  11788
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   (Address of principal executive offices)             (Zip Code)



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

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

             Yes    ____X____                   No   ________

As of January 12, 2001 there were 16,000,923  shares of the registrant's  common
stock outstanding.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

STANDARD MICROSYSTEMS  CORPORATION AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                       Nov. 30,     Feb. 29,
                                                                         2000         2000
                                                                      ---------    ---------
                                                                     (Unaudited)
<S>                                                                         <C>          <C>

Assets
Current assets:
  Cash and cash equivalents .......................................   $ 110,829    $  73,405
  Short-term investments ..........................................       9,629        2,000
  Accounts receivable, net of allowance for doubtful
    accounts of $430 and $480, respectively .......................      24,098       16,559
  Inventories .....................................................      28,674       20,051
  Deferred income taxes ...........................................      10,544       12,779
  Other current assets ............................................       4,580        9,277
                                                                       ---------   ----------

       Total current assets .......................................     188,354      134,071
                                                                       ---------   ----------


Property, plant and equipment, net ................................      37,880       34,137
Investment in Chartered Semiconductor .............................      14,029       73,104
Other assets ......................................................      19,590       19,196
                                                                       ---------    ---------

                                                                      $ 259,853    $ 260,508
                                                                       =========   ==========

Liabilities and shareholders' equity
Current liabilities:
  Accounts payable ................................................   $  21,596    $   9,575
  Deferred income on shipments to distributors ....................       6,728        5,958
  Accrued expenses, income taxes and other liabilities ............      17,315        9,522
                                                                       ---------    ---------

        Total current liabilities .................................      45,639       25,055
                                                                       ---------    ---------

Deferred income taxes .............................................        --         15,387
Other liabilities .................................................       6,326        6,764

Commitments and contingencies

Minority interest in subsidiary ...................................      11,592       11,510

Shareholders' equity:
  Preferred stock, $.10 par value
    authorized 1,000,000 shares, none outstanding .................        --           --
  Common stock, $.10 par value
    authorized 30,000,000 shares,
    issued 16,985,000 and 16,431,000
    shares, respectively ..........................................       1,699        1,643
  Additional paid-in capital ......................................     115,303      112,297
  Retained earnings ...............................................      78,972       52,123
  Treasury stock, 923,000 and 671,000 shares, respectively, at cost      (7,206)      (4,379)
  Accumulated other comprehensive income ..........................       7,528       40,108
                                                                       ---------    ---------

        Total shareholders' equity ................................     196,296      201,792
                                                                       ---------    ---------

                                                                      $ 259,853    $ 260,508
                                                                      ==========   ==========

See Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                        Three Months Ended        Nine Months Ended
                                                            November 30,            November 30,
                                                           2000     1999 *        2000       1999 *
                                                       --------   ---------    ---------   ---------
<S>                                                         <C>         <C>          <C>         <C>


Revenues ..........................................   $  46,930   $  43,163    $ 131,045   $ 119,347

Cost of goods sold ................................      27,502      25,716       77,305      73,131
                                                      ----------  ----------   ----------   ---------


Gross profit ......................................      19,428      17,447       53,740      46,216

Operating expenses:
Research and development ..........................       8,991       6,232       24,361      17,793
Selling, general and administrative ...............       9,160       8,771       26,650      25,407
                                                      ----------   ---------   ----------   ---------

  Income from operations ..........................       1,277       2,444        2,729       3,016

Interest income ...................................       1,550         882        4,193       2,259
Other income (expense), net .......................         202         (15)      27,712        (215)
                                                      ----------   ---------   ----------   ---------
Income before provision for income taxes
  and minority interest ...........................       3,029       3,311       34,634       5,060

Provision for income taxes ........................         775       1,227       12,468       1,883

Minority interest in net income of subsidiary .....          42        --             82         --
                                                      ----------   ---------   ----------   ---------

Income from continuing operations .................       2,212       2,084       22,084       3,177

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

Income before cumulative effect of change in
    accounting principle ..........................       2,212       2,084       26,849       3,177

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

Net income ........................................   $   2,212   $   2,084    $  26,849   $     253
                                                      ==========  ==========   ==========  ==========

Basic net income (loss) per share:
  Income from continuing operations ...............   $   0.14    $    0.13     $    1.39   $    0.20
  Gain on sale of discontinued operation ..........        --           --           0.30        --
  Cumulative effect of change in accounting principle      --           --            --        (0.18)
                                                      ---------    ---------   ----------   ---------
Basic net income per share .......................    $   0.14    $    0.13     $    1.69   $    0.02
                                                      =========   ==========   ==========  ==========

Diluted net income (loss) per share:
  Income from continuing operations ...............   $    0.13   $    0.13     $   1.29    $   0.20
  Gain on sale of discontinued operation ..........        --          --           0.28        --
  Cumulative effect of change in accounting principle      --          --            --        (0.18)
                                                      ---------   ---------    ---------   ---------

Diluted net income per share ......................   $    0.13   $    0.13     $   1.57    $   0.02
                                                      ==========  ==========   ==========   =========
Weighted average common shares outstanding:
  Basic ...........................................      15,983      15,641       15,890      15,611
  Diluted .........................................      17,574      15,887       17,111      15,732

* Restated to reflect change in accounting principle.

See Notes to Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                              November 30,
                                                                             ------------
                                                                         2000          1999 *
                                                                       ---------    ---------
<S>                                                                          <C>          <C>
Cash flows from operating activities:
  Cash received from customers ....................................   $ 124,817    $ 118,849
  Cash paid to suppliers and employees ............................    (114,261)    (105,678)
  Interest received ................... ...........................       2,980        2,256
  Interest paid ...................................................        (166)        (220)
  Income taxes  paid ..............................................      (7,199)        (925)
                                                                      ----------    ---------

    Net cash provided by operating activities .....................       6,171       14,282
                                                                      ----------    ---------

Cash flows from investing activities:
  Capital expenditures ............................................     (10,100)      (6,850)
  Sales of investments, principally Chartered Semiconductor .......      37,127         --
  Purchases of short-term investments .............................     (10,632)      (6,000)
  Sales of short-term investments .................................       3,003        2,002
  Other ...........................................................         597          476
                                                                      ----------    ---------

    Net cash provided by (used for) investing activities ..........      19,995      (10,372)
                                                                      ----------    ---------

Cash flows from financing activities:
  Proceeds from issuance of common stock ..........................       2,599          716
  Purchases of treasury stock .....................................      (2,827)      (1,422)
  Repayments of obligations under capital leases ..................        (686)        (632)
                                                                      ----------    ---------

    Net cash used for financing activities ........................        (914)      (1,338)
                                                                      ----------    ---------

Effect of foreign exchange rate changes on cash and cash equivalents       (198)         980

Net cash provided by (used for) discontinued operation . ..........      12,370       (3,020)
                                                                      ----------    ---------

Net increase in cash and cash equivalents .........................      37,424          532

Cash and cash equivalents at beginning of period ..................      73,405       68,071
                                                                       ---------    ---------

Cash and cash equivalents at end of period ........................   $ 110,829    $  68,603
                                                                      ==========   ==========


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

Income from continuing operations .................................    $  22,084   $   3,177

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

  Depreciation and amortization ...................................       8,843       7,286
  Gains on sales of investments ...................................      27,850)        --
  Other adjustments, net ..........................................        (117)        608
  Changes in operating assets and liabilities:
    Accounts receivable ...........................................      (6,588)      3,955
    Inventories ...................................................      (8,670)     (8,203)
    Accounts payable and accrued expenses and other liabilities ...      13,292       6,867
    Other changes, net ............................................       5,177         592
                                                                        --------    ---------

Net cash provided by operating activities .........................    $   6,171  $  14,282
                                                                       =========   =========

* Restated to reflect change in accounting principle.

See Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>


<PAGE>

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.    Basis of Presentation

      The  unaudited  interim  consolidated  financial  statements  reflect  all
      adjustments  (consisting of only normal and recurring  adjustments)  which
      are, in the opinion of  management,  necessary to present a fair statement
      of the Company's  financial  position as of, and results of operations for
      the three and nine month periods  ended,  November 30, 2000. The financial
      statements  should be read in conjunction  with the summary of significant
      accounting  policies  and  notes  to  consolidated   financial  statements
      included  in the  Company's  Annual  Report  on Form 10-K  filed  with the
      Securities and Exchange  Commission for the fiscal year ended February 29,
      2000.

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

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

      In the fourth quarter of fiscal 2000,  the Company  changed its accounting
      method  for the  recognition  of  revenue on  shipments  to  distributors.
      Recognition   of  revenue  and  related   gross  profit  on  shipments  to
      distributors  is now deferred until the  distributor  resells the product.
      This  change  was  made  with an  effective  date of March  1,  1999  (the
      beginning of fiscal 2000).  The results of  operations  and cash flows for
      the  three  and nine  month  periods  ended  November  30,  1999 have been
      restated to reflect this accounting change.

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

3.    Balance Sheet Data

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

                                        Nov. 30,    Feb. 29,
                                         2000        2000
                                       --------    --------


      Raw Material ..................   $   704     $   361
      Work in Process ...............    19,565      11,146
      Finished Goods ................     8,405       8,544
                                        -------     -------

                                        $28,674     $20,051
                                        =======     =======


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

                                       Nov. 30,    Feb. 29,
                                          2000        2000
                                       --------    --------

      Land .........................   $  3,434   $  3,434
      Buildings and Improvements ...     30,375     30,097
      Machinery and Equipment ......     81,627     70,193
                                       --------   --------
                                        115,436    103,724
      Less: accumulated depreciation     77,556     69,587
                                       --------   --------
                                       $ 37,880   $ 34,137
                                       ========   ========

4.    Net Income (Loss) Per Share

      Basic  net  income  (loss)  per share is based  upon the  weighted-average
      number of common shares outstanding during the period.  Diluted net income
      (loss) per share is  computed  using the  weighted-average  common  shares
      outstanding  during the period plus the dilutive effect of shares issuable
      through stock options.

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



                                           Three Months Ended  Nine Months Ended
                                                November 30,      Novemeber 30,
                                                -----------        -----------

                                               2000     1999      2000     1999
                                              ------   ------    ------   ------
      Average shares outstanding for
       basic net income (loss) per share ..   15,983   15,641    15,890   15,611
      Dilutive effect of stock options ....    1,591      246     1,221      121
                                              ------   ------    ------   ------
      Average shares outstanding for
       diluted net income (loss) per share    17,574   15,887    17,111   15,732
                                              ======   ======    ======   ======


5.    Comprehensive Income

      The Company's  other  comprehensive  income  consists of foreign  currency
      translation  adjustments from those subsidiaries not using the U.S. dollar
      as their functional currency, and unrealized gains and losses on long-term
      equity investments.  The components of the Company's  comprehensive income
      (loss) for the three and nine month  periods  ended  November 30, 2000 and
      1999 were as follows (in thousands):




                                           Three Months Ended  Nine Months Ended
                                                November 30,        November 30,
                                                ------------         -----------

                                                  2000     1999     2000    1999
                                                ------    ------   ------ ------

      Net income (loss)                       $  2,212  $ 2,084 $ 26,849 $   253

      Other comprehensive income (loss):
      Change in foreign currency translation
      adjustment                                  (567)     741     (311)  1,703

      Change in unrealized gain on investments (16,888)  16,205  (32,269) 16,553
                                                ------    ------  ------- ------

      Total comprehensive income (loss)       $(15,243) $19,030 $ (5,731)$18,509
                                               =======  =======  ======= =======

6.    Investments

      The  Company  has  an  equity   interest  in   Singapore-based   Chartered
      Semiconductor Manufacturing Ltd. (Chartered), acquired in fiscal 1996 at a
      cost of $19.9 million.  In October 1999, shares of Chartered began trading
      publicly on the Singapore  stock  exchange,  and also began trading on the
      NASDAQ stock market as American Depository Shares, or ADSs. As of November
      30, 2000, the Company held  approximately  444,000 of its original 828,000
      Chartered ADSs,  which are reported on the  Consolidated  Balance Sheet at
      $14.0  million,  based upon their closing price on the NASDAQ stock market
      on that date.

      The significant increase in other income (net) reported for the nine month
      period  ended  November  30, 2000  reflects  gains  realized on sales of a
      portion of the Company's investment in Chartered, as well as proceeds from
      sales of call options  covering a portion of its Chartered stock holdings.
      The gains  totaled  $24.2  million for the nine months ended  November 30,
      2000,  while  proceeds  from the sales of call  options  were $2.2 million
      during  the same  period.  There are no  outstanding  call  options  as of
      November 30, 2000.

7.    Investment by Intel Corporation

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

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

8.    Common Stock Repurchase Program

      In October 1998, the Company's  Board of Directors  authorized the Company
      to  repurchase  up to one million  shares of its common  stock on the open
      market or in private  transactions.  In July 2001, the authorization  from
      the Company's  Board was expanded  from one million  shares to two million
      shares.  As of November 30, 2000,  the Company has  repurchased a total of
      923,000  shares,  at a cost of $7.2 million,  under this program.  Of that
      total,  253,000 shares,  including the 200,000 shares purchased from Intel
      Corporation  as  described  in Note 7, were  repurchased  for $2.8 million
      during the nine months  ended  November 30,  2000.  The Company  currently
      holds repurchased shares as treasury stock, reported at cost.

9.    Shareholder Rights Plan

      In January 1998,  the Company's  Board of Directors  adopted a Shareholder
      Rights  Plan,  replacing  the  Company's  previous  plan which  expired on
      January 12, 1998.  In the event of certain  efforts to acquire  control of
      the Company, this plan allows shareholders to purchase common stock of the
      Company at a discounted  price. In December 2000, the Company amended this
      plan to exclude Citigroup,  Inc.'s  (Citigroup)  ownership of common stock
      from  requiring  distribution  of  rights  under  the  plan,  so  long  as
      Citigroup's  ownership does not exceed 28% and remains a passive investor.
      Citigroup is currently the Company's largest shareholder.

10.   Discontinued Operation

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

      During the first quarter of fiscal 2001,  the Company sold the majority of
      its  ownership  interest  in SMI and  realized an  after-tax  gain of $4.8
      million,  which appears as a Gain on sale of discontinued operation on the
      Consolidated  Statement of Operations  for the nine months ended  November
      30, 2000. This sale of SMI stock reduced the Company's  ownership interest
      in SMI  below  5%,  satisfying  its prior  commitment  to  reduce  its SMI
      ownership below 20%.

11.   Recent Accounting Pronouncements

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

      In March 2000,  the FASB issued  Interpretation  No. 44,  "Accounting  for
      Certain  Transactions  Involving Stock Compensation,  an Interpretation of
      APB Opinion No. 25" (FIN 44). FIN 44 clarifies the  application of Opinion
      No. 25 for (a) the definition of employee for purposes of applying Opinion
      No. 25, (b) the criteria  for  determining  whether a plan  qualifies as a
      non-compensatory   plan,  (c)  the  accounting   consequences  of  various
      modifications  to the terms of a  previously  fixed stock option or award,
      and (d) the accounting for an exchange of stock  compensation  awards in a
      business combination.  The adoption of FIN 44, which became effective July
      1,  2000,  did not  have a  material  effect  on the  Company's  financial
      statements.

      In  December  1999,  the SEC issued  Staff  Accounting  Bulletin  No. 101,
      "Revenue   Recognition  in  Financial   Statements"  (SAB  101).  SAB  101
      summarizes  certain  of the SEC's  views in  applying  generally  accepted
      accounting principles to revenue recognition in financial statements.  The
      provisions  of SAB 101 did not have a  material  effect  on the  Company's
      operations or financial position.


<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The  following  discussion  should  be read in  conjunction  with the  Company's
unaudited  consolidated  financial statements and footnotes thereto contained in
Item 1 of this report.

Overview

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

Strategically, the Company is introducing a line of System Controller Hubs based
upon its I/O  technology and is pursuing  broader  embedded  product  offerings,
particularly for USB connectivity, and a line of chipsets.

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

Results of Operations

The  Company's  operating  results  for the three and nine month  periods  ended
November  30,  1999  have been  restated  to  reflect  the  Company's  change in
accounting  policy for the  recognition  of revenue on  shipments of products to
distributors. This change was made in the fourth quarter of fiscal 2000, with an
effective date of March 1, 1999.

Revenues

Revenues for the third quarter of fiscal 2001 were $46.9 million, an increase of
approximately  9%  above  revenues  of  $43.2  million  for  the   corresponding
year-earlier quarter. This increase was driven by an increase in unit shipments,
partially  offset  by  lower  selling  prices  compared  to  the   corresponding
year-earlier period.

Revenues  for the nine months  ended  November  30,  2000 were  $131.0  million,
compared to $119.3 million reported for the nine months ended November 30, 1999.
Consistent with the third quarter's  revenue  comparison,  this revenue increase
resulted  from higher unit  shipments  across most product  lines and new design
wins, partially offset by lower average selling prices.

Gross Profit

Gross profit was $19.4 million,  or 41.4% of revenues,  for the third quarter of
fiscal  2001,  compared  to  $17.4  million,  or  40.3%  of  revenues,  for  the
corresponding year-earlier quarter. For the nine months ended November 30, 2000,
gross profit was $53.7 million, or 41.0% of revenues, compared to $46.2 million,
or 38.7% of revenues, in the prior year's first nine months. This improvement in
gross profit was  attributable to improved  manufacturing  efficiencies  and the
better utilization of overhead resulting from higher unit shipments, and a shift
in product mix towards products with higher gross margins.

Operating Expenses

Research and  development  spending  was $9.0  million for the third  quarter of
fiscal 2001,  an increase of $2.8 million,  or 44.3%,  over $6.2 million for the
corresponding year-earlier quarter. For the nine months ended November 30, 2000,
research  and  development  expenses  were $24.4  million,  an  increase of $6.6
million,  or 36.9%,  over $17.8  million  for the first nine months of the prior
fiscal year.  The spending  increases  reflect  continued  hiring of engineering
staff and new product  development costs. The Company continues to focus most of
its  incremental  research and  development  efforts on its chipset  development
programs.

The  Company  expects  spending  for  research  and  development  to continue to
increase,  as it  continues  to execute its ongoing  development  programs.  The
Company is also  committed to exploring  new markets and  improving  its product
design  methodologies  in an effort to increase  revenues and reduce costs.  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.

Selling,  general and  administrative  expenses were $9.2  million,  or 19.5% of
revenues,  in the current year third  quarter,  as compared to $8.8 million,  or
20.3% of revenues, in the corresponding prior year quarter. Selling, general and
administrative expenses for the current nine month period were $26.7 million, or
20.3% of revenues,  compared to $25.4  million,  or 21.3% of  revenues,  for the
prior year nine month period.  The increases in the three and nine month periods
resulted  from higher  commissions  and  incentives  associated  with the higher
revenues in those periods, as well as increased compensation costs.

Selling,  general and  administrative  expenses include  compensation and fringe
benefit costs related to field sales,  marketing and  administrative  personnel,
commissions and incentive  expenses,  advertising and promotional  expenditures,
and legal and other professional service fees. Also included in selling, general
and administrative expenses are costs related to field application engineers who
help stimulate demand by assisting  customers in the selection and proper use of
the Company's products.

Other Income and Expense

Interest income increased to $1.6 million and $4.2 million in the three and nine
month periods ended  November 30, 2000,  respectively,  compared to $0.9 million
and $2.3 million in the  corresponding  year earlier  periods.  These  increases
reflect higher cash and cash equivalent balances available for investment in the
current year.

Other income  (net),  totaled $0.2 million in the third  quarter of fiscal 2001,
compared  to nominal  other  expenses  (net) in the  corresponding  year-earlier
quarter.  Corresponding  other income (net) of $27.7  million and other  expense
(net) of $0.2 million were reported for the first nine months of fiscal 2001 and
fiscal 2000, respectively. The significant increase in other income (net) in the
nine month period reflects gains realized on sales of a portion of the Company's
investment  in  Singapore-based   Chartered  Semiconductor   Manufacturing  Ltd.
(Chartered)  during  fiscal 2001, as well as proceeds from sales of call options
covering a portion of its  Chartered  stock  holdings.  The gains  totaled $24.2
million for the nine month period ended  November 30, 2000,  while proceeds from
the sales of call options were $2.1 million during the same period. There are no
outstanding call options as of November 30, 2000.

Income Taxes

The  Company's  effective  income tax rates for the third quarter and first nine
months of fiscal 2001 were 25.6% and 36.0%  respectively,  compared to 37.0% and
37.2 % for the  year-earlier  periods.  The Company  reduced its expected fiscal
2001 income tax rate from 37.0% to 36.0% during the quarter  ended  November 30,
2000.  The impact of this  reduction on the first and second  quarters of fiscal
2001,  for which  income taxes had  previously  been  provided for at 37.0%,  is
reflected within the 25.6% effective income tax rate for the third quarter.  The
decrease in the expected  effective tax rate reflects a higher level of tax-free
investment income expected in fiscal 2001 than previously forecasted. Generally,
the Company's income tax rate includes the federal,  state and foreign statutory
tax rates, the impact of certain permanent  differences between the book and tax
accounting  treatment of certain  expenses,  the impact of tax-exempt income and
various tax credits.

Discontinued Operations

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

Cumulative Effect of Change in Accounting Principle

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


Liquidity and Capital Resources

The  Company's  cash and cash  equivalents  increased  to $110.8  million  as of
November 30, 2000,  from $73.4 million as of February 29, 2000. The Company also
holds short-term  investments of $9.6 million at November 30, 2000,  compared to
$2.0 million at February 29, 2000.

For the first nine months of fiscal  2001,  $6.2 million of cash was provided by
operating activities,  $20.0 million was provided by investing  activities,  and
$0.9 million was consumed in financing activities.  Most of the cash provided by
investing  activities resulted from the aforementioned  sales of Chartered ADSs.
During the first quarter of fiscal 2001, the Company also received $12.4 million
in cash from the sale of a majority of its  investment in SMI, which is reported
within Net cash provided by discontinued operation in the Consolidated Statement
of Cash Flows.

During the first nine months of fiscal 2001, the Company  invested $10.1 million
in capital expenditures, the majority of which was for production test equipment
and the  expansion of the Company's  production  test  operation.  Over the next
twelve  months,  the Company plans to continue to expand its test  operation and
also  expects  to  invest in  intellectual  property  used in the  design of its
products.  Fiscal 2001  capital  expenditures  are  expected to exceed the $10.5
million of such expenditures incurred in fiscal 2000.

Accounts receivable increased to $24.1 million at November 30, 2000, compared to
$16.6 million at February 29, 2000,  primarily resulting from higher revenues in
the third quarter of fiscal 2001 ($46.9 million)  compared to the fourth quarter
of  fiscal  2000  ($33.9  million).   The  Company's  accounts   receivable  are
substantially all current as of November 30, 2000.

During the first nine months of fiscal 2001, the Company's inventories increased
by  approximately  $8.6 million to $28.7  million.  The increase in inventory is
primarily  due to  the  Company  increasing  minimum  stock  levels  on  certain
high-volume products to be more responsive to customers'  non-forecasted product
demands.  The Company  believes that it is now well  positioned to meet customer
demand.

The  increase in accounts  payable,  from $9.6  million at February  29, 2000 to
$21.6  million at November 30, 2000,  resulted from a higher amount of materials
purchased  in November  2000,  as compared to  February  2000.  The  increase in
accrued expenses and other  liabilities,  from $9.5 million at February 29, 2000
to $17.3  million at  November  30,  2000,  principally  reflects an increase in
income taxes payable.

The Company has considered in the past,  and will continue to consider,  various
possible  transactions  to  secure  necessary  foundry  manufacturing  capacity,
including equity investments in, prepayments to, or deposits with foundries,  in
exchange  for  guaranteed  capacity  or other  arrangements  which  address  the
Company's manufacturing requirements.

In October 1998,  the  Company's  Board of Directors  authorized  the Company to
repurchase up to one million shares of its common stock on the open market or in
private  transactions.  In July 2001, the authorization from the Company's Board
was expanded from one million shares to two million  shares.  As of November 30,
2000, the Company has repurchased a total of 923,000  shares,  at a cost of $7.2
million,  under this  program.  Of that total,  253,000  shares,  including  the
200,000  shares  purchased  from Intel  Corporation as described in Note 7, were
repurchased for $2.8 million during the nine months ended November 30, 2000.

The Company believes that its existing cash, cash equivalents and investments on
hand,  together with cash that it expects to generate from its operations,  will
be sufficient  to meet future  operating and capital needs for at least the next
twelve months.

Other Factors That May Affect Future Operating Results

The Company's operating results are subject to general economic conditions and a
variety of risks characteristic of the semiconductor and related industries. For
a further  discussion of such risks,  see "Other  Factors That May Affect Future
Operating  Results" included within Part I, Item 1 - "Business" in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission for
the fiscal year ended February 29, 2000.


<PAGE>

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest  Rate Risk - As of November 30,  2000,  the  Company's  $9.6 million of
short-term  investments  consisted of  investments  in corporate  and  municipal
obligations  with  maturities  of  between  three and twelve  months.  If market
interest rates were to increase immediately and uniformly by 10% from the levels
at November  30,  2000,  the fair value of these  short-term  investments  would
decline by an immaterial amount. The Company generally expects to hold its fixed
income  investments  until  maturity and  therefore  would not expect  operating
results or cash flows to be affected to any significant  degree by the effect of
a sudden change in market interest rates on short-term investments.

Equity  Price  Risk - The  Company  is  exposed  to an equity  price risk on its
investment  in Chartered  Semiconductor  Manufacturing,  Ltd. and several  other
publicly traded equity  investments.  For every 10% adverse change in the market
value of Chartered  Semiconductor  common stock,  the Company would experience a
decrease of  approximately  $1.4  million to its  November  30, 2000  investment
value. The Company has sold call options on this security in the past and may do
so in the future to reduce some of this market risk.

Foreign Currency Risk - The Company has international sales and expenditures and
is therefore  subject to certain  foreign  currency rate  exposure.  The Company
conducts a  significant  amount of its business in Asia.  In order to reduce the
risk from fluctuation in foreign exchange rates,  most of the Company's  product
sales and all of its  arrangements  with its foundry,  test and assembly vendors
are  denominated in U.S.  dollars.  Transactions  in the Japanese market made by
Toyo Microsystems  Corporation  (TMC), the Company's  majority owned subsidiary,
are  denominated in Japanese yen. The Company has never received a cash dividend
(repatriation of cash) from TMC nor does it expect to receive such a dividend in
the near  future.  The  Company  has not entered  into any  significant  foreign
currency hedging activities.


<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

In October 2000,  Standard  Microsystems  Corporation  was named as a defendant,
along with  several  other  semiconductor  suppliers,  in a patent  infringement
lawsuit filed by U.S.  Philips  Corporation in the United States  District Court
for the  Southern  District  of New York (U.S.  Philips  Corporation  v.  Analog
Devices, Inc., et al, Case Number 00 CIV. 7426). The Complaint filed in the suit
alleges that some of the Company's  products  infringe one Philips  patent,  and
seeks injunctive  relief and unspecified  damages.  The Company has reviewed and
investigated  the  allegations  in the  complaint  and believes that the suit is
without  merit.  The Company has filed its Answer in the Court and is contesting
these allegations vigorously.

In  September  1996,  the Company  reached an  agreement  with  Penril  Datacomm
Networks,  Inc. to settle  legal  action  initiated  by Penril in June 1993 (the
Penril  litigation).  In 1990 and 1991,  Penril had entered into  technology and
product  agreements  with  Sigma  Networks  Systems,  Inc.  (Sigma),  which  was
subsequently acquired by SMSC pursuant to a December 1992 Merger Agreement.  The
Company  reorganized Sigma as its Enterprise  Networks Business Unit (ENBU), and
subsequently  sold the ENBU to  Cabletron  Systems,  Inc. in January  1996.  The
Penril  litigation had alleged acts of fraud and breach of contract  perpetrated
by Sigma against  Penril prior to its 1992  acquisition  by SMSC.  Following the
September 1996 settlement of Penril  litigation,  and pursuant to the provisions
of  the  Merger   Agreement,   SMSC   unsuccessfully   pursued  its  contractual
indemnification   rights  against  the  two  former  principals  of  Sigma  (the
principals).  In March 1999, SMSC filed a lawsuit in the U.S. District Court for
the Eastern District of New York against the principals,  alleging fraud, breach
of contract,  conspiracy and unjust  enrichment,  seeking to recover  damages in
excess of $10 million  resulting  from the Penril  litigation.  This lawsuit has
been stayed by the Court,  and the Company's  claims,  along with  counterclaims
alleged by the  principals,  are being  arbitrated  by the American  Arbitration
Association  under the terms of the Merger  Agreement.  In September  2000,  the
Company  and its former  Chairman of the Board / Chief  Executive  were named as
defendants  in a  lawsuit  filed  by the  principals  in  Superior  Court of the
Commonwealth of Massachusetts (the Action). In October,  the Action was moved to
U.S. District Court for the District of Massachusetts. The Action alleges breach
of contract,  fraud,  and unfair and deceptive  acts,  relating to the Company's
January 1996 sale of the ENBU and the  September  1996  settlement of the Penril
litigation.  The Action claims  damages well in excess of SMSC's  current market
valuation.  While the Company can give no assurance that it will prevail in this
Action, it considers the Action to be frivolous and will vigorously  contest the
claims.  The  Company  believes  that  resolution  of the Action will not have a
material adverse effect on the Company's  consolidated  results of operations or
consolidated financial position.

In fiscal 1998,  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  Taiwan-based  Accton  Technology  Corporation for
approximately  $40.2  million  cash,  $2.0  million of which was placed  into an
escrow account.

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.

As previously  reported in the Company's Annual Report on Form 10-K for the year
ended February 29, 2000,  the Company filed an action against Accton  Technology
Corporation, SMC Networks, Inc. and other parties (collectively, Accton, as used
hereinafter)  in January 1999 in the Supreme Court of New York (the Action) but,
in  November  1999,  the Court  stayed the Action and  directed  the  parties to
arbitration.  In June 2000, the court denied SMSC's motion  requesting the court
to  stay  arbitration  of  certain  claims  which  the  Company  believes  to be
non-arbitrable.  The parties are now proceeding  with  arbitration  and, in July
2000, the Company asserted  various claims against Accton,  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 will vigorously defend 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.

ITEM 2.   Changes in Securities and Use of Proceeds

(a) In January  1998,  the  Company's  Board of Directors  adopted a Shareholder
Rights Plan,  replacing the Company's previous plan which expired on January 12,
1998. In the event of certain  efforts to acquire  control of the Company,  this
plan allows shareholders to purchase common stock of the Company at a discounted
price.  In December  2000, the Company  amended this plan to exclude  Citigroup,
Inc.'s  (Citigroup)  ownership of common stock from  requiring  distribution  of
rights under the plan,  so long as Citigroup  ownership  does not exceed 28% and
remains a  passive  investor.  Citigroup  is  currently  the  Company's  largest
shareholder.


ITEM 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

       Exhibit 4 -  Amendment  Number 1 (dated  December  8, 2000) to January 7,
       1998 Rights Agreement.

       Exhibit 27 - Financial Data Schedule

(b)    Reports on Form 8-K

        None.

<PAGE>



                                SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                   STANDARD MICROSYSTEMS CORPORATION
                             (Registrant)


DATE:  January 12, 2001   /S/     Andrew M. Caggia
                                  ------------------------
                                      (Signature)

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