SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                         FORM S-8

                  REGISTRATION STATEMENT

                          Under

                THE SECURITIES ACT OF 1933

            STANDARD MICROSYSTEMS CORPORATION         
 (Exact name of registrant as specified in its charter)

          Delaware                            11-2234952    
(State or other jurisdiction of             (IRS Employer
 incorporation or organization)          Identification No.)

      80 Arkay Drive
    Hauppauge, New York                         11788      
(Address of Principal Executive Offices)     (Zip Code)

             1994 DIRECTOR STOCK OPTION PLAN
                 (Full title of the plan)

                   Harold I. Kahen, Esq.
                       Loeb and Loeb
                      345 Park Avenue
                  New York, New York 10154      
          (Name and address of agent for service)

           Telephone number, including area code,
           of agent for service:  (212) 407-4880

                           Proposed    Proposed 
Title of                   maximum     maximum
Securities     Amount      offering    aggregate   Amount of
to be          to be       price       offering    registration
Registered     registered  per share   price       fee

Common Stock,   16,750(1)  $15.25     $  255,438  $   88.08
par value       22,250(1)   15.63        347,768     119.92
$.10           131,165(1)   16.13     $2,115,692     729.55
per share      829,835(2)  $10.625    $8,816,997  $3,040.34
                                                  ---------
                                           Total: $3,977.89
- ---------------------
(1)   Represents shares issuable upon exercise of options
      previously granted.

(2)   Represents shares issuable upon exercise of options
      available for grant under the 1994 Director Stock Option
      Plan.  Registration fee with respect to such shares has
      been computed based upon the average of the high and low
      prices of the Common Stock on July 26, 1996, as reported
      in the consolidated reporting system.
                                           
<PAGE>
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          There is incorporated herein by this reference
thereto and made a part hereof the documents listed in
clauses (a), (b) and (c) below and all documents subse-
quently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, which shall be deemed to
be incorporated by this reference in this registration
statement and to be a part hereof from the date of filing of
such documents.

          (a)  The registrant's annual report on Form 10-K
for the year ended February 29, 1996.

          (b)  The registrant's quarterly report on Form 
10-Q for the quarter ended May 31, 1996.

          (c)  The description of the class of securities
offered contained in the registrant's Registration Statement
on Form 8-A, filed September 21, 1973, and Registration
Statement on Form 8-A, filed January 12, 1989, File No. 
0-7422.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation
Law provides generally that a corporation shall have the
power to indemnify any person sued as a director, officer,
employee or agent of the corporation, or of another corpora-
tion if serving as such at the request of the indemnifying
corporation, in non-derivative suits for expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the indemnifying corporation.  In the case
of criminal actions and proceedings, such person must also
have had no reasonable cause to believe his conduct was
unlawful.  Indemnification of expenses is authorized in
stockholder derivative suits where such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the indemnifying corpora-
tion and so long as he had not been found liable to the
indemnifying corporation.  Even in this latter instance, the
court may determine that in view of all the circumstances
such person is entitled to indemnification for such expenses
as the court deems proper.  A person sued as a director,
officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by
the corporation against expenses.

<PAGE>
          The registrant's By-laws include the indemnifi-
cation provisions excerpted below:

     4.   (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful....

          (b)  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its
favor by reason of the fact he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reason-
ably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

The registrant maintains directors' and officers' liability
insurance for all its directors and officers.

<PAGE>
Item 8.   EXHIBITS

          There are filed as a part of this registration
statement, the exhibits listed in the Exhibit Index.

Item 9.   UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which
offers or sales are being made, a post-effective amendment
to this registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement.

               (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of
a post-effective amendment any of the securities being
offered which remain unsold at the termination of the
offering.

          (b)  The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other
than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the
registrant in successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

<PAGE>
                        SIGNATURES
            
The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hauppauge, New York
on this 22nd day of July 1996.

                                                             
                         STANDARD MICROSYSTEMS CORPORATION
                         (Registrant)



                         By:    ANTHONY M. D'AGOSTINO     
                                ANTHONY M. D'AGOSTINO
                                Senior Vice President--Finance
                                  and Treasurer
                                (Principal Financial Officer)



Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated.

Signature and Title                     Date



PAUL RICHMAN                            July 22, 1996
Paul Richman
Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer)



ERIC NOWLING                            July 22, 1996
Eric Nowling
Vice President and 
Controller (Principal 
Accounting Officer)



<PAGE>
EVELYN BEREZIN                          July 22, 1996
Evelyn Berezin
Director


JAMES R. BERRETT                        July 22, 1996
James R. Berrett
Director


ROBERT M. BRILL                         July 22, 1996
Robert M. Brill
Director


PETER F. DICKS                          July 22, 1996
Peter F. Dicks
Director


KATHLEEN B. EARLEY                      July 22, 1996
Kathleen B. Earley
Director


HERMAN FIALKOV                          July 22, 1996
Herman Fialkov
Director



IVAN T. FRISCH                          July 22, 1996
Ivan T. Frisch
Director


<PAGE>
                       EXHIBIT INDEX


Location/
Incorporated by      Exhibit
Reference to:          No.             Exhibit

      (1)               5              Opinion of     
                                       Loeb and Loeb
                                       as to legality
                                       of securities
                                       being
                                       registered

      (1)               23.1           Consent of
                                       Arthur
                                       Andersen & Co.
                                       
      (2)               23.2           Consent of
                                       Loeb & Loeb LLP
                                       
Incorporated by         99.1           1996 Stock 
reference to Exhibit                   Option Plan
A to registrant's                      
proxy statement
dated June 21, 1996
(File No. 0-7422)

- -------------------------
(1)   Filed herewith

(2)   Included in Exhibit 5
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13309}]
{"company-data": {"conformed-name": "STANDARD MICROSYSTEMS CORP", "cik": "0000093384", "assigned-sic": "3576", "irs-number": "112234952", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09271", "film-number": "96601834"}, "business-address": {"street1": "80 ARKAY DRIVE", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5164344600"}, "mail-address": {"street1": "80 ARKAY DR", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                         FORM S-8

                  REGISTRATION STATEMENT

                          Under

                THE SECURITIES ACT OF 1933

            STANDARD MICROSYSTEMS CORPORATION         
 (Exact name of registrant as specified in its charter)

          Delaware                            11-2234952    
(State or other jurisdiction of             (IRS Employer
 incorporation or organization)          Identification No.)

      80 Arkay Drive
    Hauppauge, New York                         11788      
(Address of Principal Executive Offices)     (Zip Code)

             1994 DIRECTOR STOCK OPTION PLAN
                 (Full title of the plan)

                   Harold I. Kahen, Esq.
                       Loeb and Loeb
                      345 Park Avenue
                  New York, New York 10154      
          (Name and address of agent for service)

           Telephone number, including area code,
           of agent for service:  (212) 407-4880

                           Proposed    Proposed 
Title of                   maximum     maximum
Securities     Amount      offering    aggregate   Amount of
to be          to be       price       offering    registration
Registered     registered  per share   price       fee

Common Stock,   16,750(1)  $15.25     $  255,438  $   88.08
par value       22,250(1)   15.63        347,768     119.92
$.10           131,165(1)   16.13     $2,115,692     729.55
per share      829,835(2)  $10.625    $8,816,997  $3,040.34
                                                  ---------
                                           Total: $3,977.89
- ---------------------
(1)   Represents shares issuable upon exercise of options
      previously granted.

(2)   Represents shares issuable upon exercise of options
      available for grant under the 1994 Director Stock Option
      Plan.  Registration fee with respect to such shares has
      been computed based upon the average of the high and low
      prices of the Common Stock on July 26, 1996, as reported
      in the consolidated reporting system.
Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

          There is incorporated herein by this reference
thereto and made a part hereof the documents listed in
clauses (a), (b) and (c) below and all documents subse-
quently filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, which shall be deemed to
be incorporated by this reference in this registration
statement and to be a part hereof from the date of filing of
such documents.

          (a)  The registrant's annual report on Form 10-K
for the year ended February 29, 1996.

          (b)  The registrant's quarterly report on Form 
10-Q for the quarter ended May 31, 1996.

          (c)  The description of the class of securities
offered contained in the registrant's Registration Statement
on Form 8-A, filed September 21, 1973, and Registration
Statement on Form 8-A, filed January 12, 1989, File No. 
0-7422.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 145 of the Delaware General Corporation
Law provides generally that a corporation shall have the
power to indemnify any person sued as a director, officer,
employee or agent of the corporation, or of another corpora-
tion if serving as such at the request of the indemnifying
corporation, in non-derivative suits for expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the indemnifying corporation.  In the case
of criminal actions and proceedings, such person must also
have had no reasonable cause to believe his conduct was
unlawful.  Indemnification of expenses is authorized in
stockholder derivative suits where such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the indemnifying corpora-
tion and so long as he had not been found liable to the
indemnifying corporation.  Even in this latter instance, the
court may determine that in view of all the circumstances
such person is entitled to indemnification for such expenses
as the court deems proper.  A person sued as a director,
officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by
the corporation against expenses.
The registrant's By-laws include the indemnifi-
cation provisions excerpted below:

     4.   (a) The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful....

          (b)  The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its
favor by reason of the fact he is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reason-
ably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

The registrant maintains directors' and officers' liability
insurance for all its directors and officers.
Item 8.   EXHIBITS

          There are filed as a part of this registration
statement, the exhibits listed in the Exhibit Index.

Item 9.   UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which
offers or sales are being made, a post-effective amendment
to this registration statement to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement.

               (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of
a post-effective amendment any of the securities being
offered which remain unsold at the termination of the
offering.

          (b)  The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other
than payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the
registrant in successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
            
The Registrant.  Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Hauppauge, New York
on this 22nd day of July 1996.

                                                             
                         STANDARD MICROSYSTEMS CORPORATION
                         (Registrant)

                         By:    ANTHONY M. D'AGOSTINO     
                                ANTHONY M. D'AGOSTINO
                                Senior Vice President--Finance
                                  and Treasurer
                                (Principal Financial Officer)

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated.

Signature and Title                     Date

PAUL RICHMAN                            July 22, 1996
Paul Richman
Chairman, Chief Executive
Officer and Director
(Principal Executive
Officer)

ERIC NOWLING                            July 22, 1996
Eric Nowling
Vice President and 
Controller (Principal 
Accounting Officer)
EVELYN BEREZIN                          July 22, 1996
Evelyn Berezin
Director

JAMES R. BERRETT                        July 22, 1996
James R. Berrett
Director

ROBERT M. BRILL                         July 22, 1996
Robert M. Brill
Director

PETER F. DICKS                          July 22, 1996
Peter F. Dicks
Director

KATHLEEN B. EARLEY                      July 22, 1996
Kathleen B. Earley
Director

HERMAN FIALKOV                          July 22, 1996
Herman Fialkov
Director

IVAN T. FRISCH                          July 22, 1996
Ivan T. Frisch
Director
EXHIBIT INDEX

Location/
Incorporated by      Exhibit
Reference to:          No.             Exhibit

      (1)               5              Opinion of     
                                       Loeb and Loeb
                                       as to legality
                                       of securities
                                       being
                                       registered

      (1)               23.1           Consent of
                                       Arthur
                                       Andersen & Co.
                                       
      (2)               23.2           Consent of
                                       Loeb & Loeb LLP
                                       
Incorporated by         99.1           1996 Stock 
reference to Exhibit                   Option Plan
A to registrant's                      
proxy statement
dated June 21, 1996
(File No. 0-7422)

- -------------------------
(1)   Filed herewith

(2)   Included in Exhibit 5