As filed with the Securities and Exchange Commission on July 19, 2005
                                                           Registration No. 333-
================================================================================
                       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
         (State or other jurisdiction of incorporation or organization)

                                   11-2234952
                         (I.R.S. Employer Identification
                                      No.)

                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2904

(Address,  including zip code, and telephone  number of  registrant's  principal
executive offices)

                           ------------------------

                        2004 Inducement Stock Option Plan
             2005 Inducement Stock Option and Restricted Stock Plan

                           (Full Titles of the Plans)

                        Standard Microsystems Corporation
                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2904
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                            ------------------------

                                 with copies to:
                             Robert J. Raymond, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                               New York, NY 10006
                                 (212) 225-2000
<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
         Name of Plan            Title of Securities        Amount          Proposed Maximum    Proposed Maximum       Amount of
                                        to be               to be          Offering Price Per  Aggregate Offering    Registration
                                    Registered (2)       Registered (1)        Share (2)         Offering Price         Fee (2)
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                      <C>                   <C>               <C>                 <C>
2004 Inducement Stock Option     Common Stock, par          458,700(3)          $16.04             $7,357,548           $865.98
Plan                             value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2004 Inducement Stock Option     Common Stock, par          241,300(4)          $24.80             $5,984,240           $704.35
Plan                             value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2005 Inducement Stock Option     Common Stock, par        1,183,954(3)          $17.62            $20,861,269         $2,455.37
and Restricted Stock Plan        value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2005 Inducement Stock Option     Common Stock, par           26,046(4)          $24.80               $645,941            $76.02
and Restricted Stock Plan        value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
Total                                                        1,910,000                            $34,848,998         $4,101.72

</TABLE>

(1)  Consists of shares of common stock (the "Shares") of Standard  Microsystems
     Corporation (the  "Registrant" or the  "Corporation")  to be made available
     pursuant to the 2004 Inducement  Stock Option Plan, and the 2005 Inducement
     Stock  Option  and  Restricted  Stock  Plan  (collectively,  the  "Plans").
     Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Securities   Act"),  this  Registration   Statement  also  registers  such
     indeterminate  number of Shares that may be  necessary to adjust the number
     of Shares reserved for issuance  pursuant to the Plans as a result of stock
     splits,  stock  dividends,   recapitalization  or  similar  adjustments  or
     transactions affecting the outstanding Shares of the Registrant.

(2)  Includes the rights (the  "Rights")  attached to each Share pursuant to the
     Rights Agreement with ChaseMellon  Shareholder  Services L.L.C.,  as Rights
     Agent,  dated  January 7, 1998, as amended by Amendment No. 1 dated January
     23, 2001,  and as further  amended by Amendment  No. 2 dated April 9, 2002.
     Until the  occurrence  of  certain  prescribed  events,  the Rights are not
     exercisable,  are evidenced by the certificates representing the Shares and
     may be transferred only together with the Shares.

(3)  With respect to Shares  covered by stock  options and stock awards  granted
     prior to the filing of this Registration Statement,  calculated pursuant to
     Rule 457(h) under the  Securities  Act, such amount is based upon the price
     at which the stock  options  may be  exercised  or the  stock  awards  were
     granted.

(4)  With respect to Shares  subject to future grant,  estimated  solely for the
     purpose of determining  the amount of  registration  fee in accordance with
     Rules  457(c)  and  457(h)  under the  Securities  Act,  and based upon the
     average  of the high and low  prices  of the  Shares on July 12,  2005,  as
     reported on the NASDAQ.

<PAGE>
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents,  which  previously  have  been  filed by the
Registrant with the Securities and Exchange Commission (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

         (i) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ended February 28, 2005 (the "Annual Report"),  filed with the Commission on May
16, 2005;

         (ii)  The  description  of the  Shares  contained  in the  Registrant's
Registration  Statement on Form 8-A,  filed  September  21,  1973,  Registration
Statement on Form 8-A,  filed January 12, 1989,  and  Registration  Statement on
Form 8-A dated January 13, 1998, File No. 0-7422; and

         (iii) All other  reports filed by the  Registrant  pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report.

         All reports and other documents  filed by the  Corporation  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto,  which indicates that all securities  offered  hereunder have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 or
threatened  to be  sued  as a  director,  officer,  employee  or  agent  of  the
corporation,  or of another corporation if that person is serving at the request
of the indemnifying corporation, in non-derivative suits for expenses (including
attorneys' fees), judgments,  fines and amounts paid in settlement if the 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,  the person must also have had no reasonable
cause to believe his conduct was unlawful. Indemnification of expenses, actually
and  reasonably  incurred in  connection  with the defense or  settlement of the
action is authorized in stockholder  derivative  suits where the 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  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 the person is entitled
to  indemnification  for the expenses that the court deems proper. A person sued
as a director or officer 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  indemnification   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,  partnership, 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 reasonably 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.

         In addition,  under each Plan, any member of the committee  responsible
for  the  administration  of the  Plan  is  indemnified  to the  fullest  extent
permitted by law with respect to any action  taken,  or  determination  made, in
good faith in connection with the Plan.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The exhibits listed in the Exhibit Index are filed as a part of this
Registration Statement.

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:

                 (i) To include any prospectus  required by Section  10(a)(3) of
             the Securities Act;

                 (ii) To reflect in the  prospectus  any facts or events arising
             after the  effective  date of this  Registration  Statement (or the
             most recent post-effective  amendment thereof) which,  individually
             or  in  the  aggregate,  represent  a  fundamental  change  in  the
             information set forth in this Registration Statement.

                 (iii) To include any material  information  with respect to the
             plan of distribution not previously  disclosed in this Registration
             Statement  or any  material  change  to  such  information  in this
             Registration   Statement;   provided,   however,   that  paragraphs
             (a)(1)(i) and (a)(1)(ii) do not apply if the  information  required
             to be included in a post-effective amendment by those paragraphs is
             contained  in  periodic  reports  filed  with or  furnished  to the
             Commission by the Registrant pursuant to Section 13 or 15(d) of the
             Exchange   Act  that  are   incorporated   by   reference  in  this
             Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>

                                   SIGNATURES

     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 New York, New York on this 19th day of July, 2005.

                               STANDARD MICROSYSTEMS CORPORATION
                                           (Registrant)

                               By: /s/  Andrew M. Caggia
                                   _____________________________________________
                                   ANDREW M. CAGGIA, Senior Vice President and
                                   Chief Financial Officer
                                   (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
         -------------------                               ----


/s/  Steven J. Bilodeau                                July 19, 2005
--------------------------------------------
Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)




/s/  Andrew M. Caggia                                  July 19, 2005
--------------------------------------------
Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)


/s/  Timothy P. Craig                                  July 19, 2005
--------------------------------------------
Timothy P. Craig
Director


/s/  Peter F. Dicks                                    July 19, 2005
--------------------------------------------
Peter F. Dicks
Director


/s/  James A. Donahue                                  July 19, 2005
--------------------------------------------
James A. Donahue
Director


/s/  Ivan T. Frisch                                    July 19, 2005
--------------------------------------------
Ivan T. Frisch
Director


/s/  Eric M. Nowling                                   July 19, 2005
--------------------------------------------
Eric M. Nowling
Vice President and Controller
(Principal Accounting Officer)

<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


Exhibit No.             Description                                                      Method of Filing
   <S>      <C>                                                  <C>

    4.1     2004 Inducement Stock Option Plan                    Filed herewith

    4.2     2005 Inducement Stock Option and Restricted          Filed herewith
            Stock Plan

    4.3     Certificate of Incorporation of Standard             Incorporated by reference to Exhibit 3(a) to the  Registrant's Form
            Microsystems Corporation, as amended and restated    10-K for the fiscal year ended February 28, 1991

    4.4     By-Laws of Standard Microsystems Corporation, as     Incorporated  by  reference  to Exhibit 3.1 to Registrant's Current
            amended and restated                                 Report on Form 8-K dated April 10, 2002

    4.5     Rights Agreement with ChaseMellon Shareholder        Incorporated   by   reference   to  Exhibit 1  to the  registrant's
            Services L.L.C., as Rights Agent, dated              Registration Statement on Form 8-A filed January 15, 1998
            January 7, 1998

    4.6     Amendment No. 1 to Rights Agreement with             Incorporated  by   reference to  Exhibit 4.2   to the  registrant's
            ChaseMellon Shareholder Services L.L.C.,             Form 10-K for the fiscal year ended February 28, 2001
            as Rights Agent, dated January 23, 2001

    4.7     Amendment No. 2 to Rights Agreement with             Incorporated  by   reference to  Exhibit  3  to  the   registrant's
            ChaseMellon Shareholder Services L.L.C., as          Registration Statement on Form 8-A/A filed April 10, 2002
            Rights Agent, dated April 9, 2002

    5.1     Opinion of Cleary, Gottlieb, Steen & Hamilton        Filed herewith
            as to legality of securities being registered

   23.1     Consent of PricewaterhouseCoopers LLP                Filed herewith

   23.2     Consent of Cleary, Gottlieb, Steen & Hamilton        Included in Exhibit 5.1

   24.1     Power of Attorney                                    Filed herewith

</TABLE>
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As filed with the Securities and Exchange Commission on July 19, 2005
                                                           Registration No. 333-
================================================================================
                       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
         (State or other jurisdiction of incorporation or organization)

                                   11-2234952
                         (I.R.S. Employer Identification
                                      No.)

                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2904

(Address,  including zip code, and telephone  number of  registrant's  principal
executive offices)

                           ------------------------

                        2004 Inducement Stock Option Plan
             2005 Inducement Stock Option and Restricted Stock Plan

                           (Full Titles of the Plans)

                        Standard Microsystems Corporation
                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2904
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                            ------------------------

                                 with copies to:
                             Robert J. Raymond, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                               New York, NY 10006
                                 (212) 225-2000
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
         Name of Plan            Title of Securities        Amount          Proposed Maximum    Proposed Maximum       Amount of
                                        to be               to be          Offering Price Per  Aggregate Offering    Registration
                                    Registered (2)       Registered (1)        Share (2)         Offering Price         Fee (2)
------------------------------------------------------------------------------------------------------------------------------------
2004 Inducement Stock Option     Common Stock, par          458,700(3)          $16.04             $7,357,548           $865.98
Plan                             value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2004 Inducement Stock Option     Common Stock, par          241,300(4)          $24.80             $5,984,240           $704.35
Plan                             value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2005 Inducement Stock Option     Common Stock, par        1,183,954(3)          $17.62            $20,861,269         $2,455.37
and Restricted Stock Plan        value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
2005 Inducement Stock Option     Common Stock, par           26,046(4)          $24.80               $645,941            $76.02
and Restricted Stock Plan        value $.10 per share

------------------------------------------------------------------------------------------------------------------------------------
Total                                                        1,910,000                            $34,848,998         $4,101.72
(1)  Consists of shares of common stock (the "Shares") of Standard  Microsystems
     Corporation (the  "Registrant" or the  "Corporation")  to be made available
     pursuant to the 2004 Inducement  Stock Option Plan, and the 2005 Inducement
     Stock  Option  and  Restricted  Stock  Plan  (collectively,  the  "Plans").
     Pursuant  to Rule 416(a) of the  Securities  Act of 1933,  as amended  (the
     "Securities   Act"),  this  Registration   Statement  also  registers  such
     indeterminate  number of Shares that may be  necessary to adjust the number
     of Shares reserved for issuance  pursuant to the Plans as a result of stock
     splits,  stock  dividends,   recapitalization  or  similar  adjustments  or
     transactions affecting the outstanding Shares of the Registrant.

(2)  Includes the rights (the  "Rights")  attached to each Share pursuant to the
     Rights Agreement with ChaseMellon  Shareholder  Services L.L.C.,  as Rights
     Agent,  dated  January 7, 1998, as amended by Amendment No. 1 dated January
     23, 2001,  and as further  amended by Amendment  No. 2 dated April 9, 2002.
     Until the  occurrence  of  certain  prescribed  events,  the Rights are not
     exercisable,  are evidenced by the certificates representing the Shares and
     may be transferred only together with the Shares.

(3)  With respect to Shares  covered by stock  options and stock awards  granted
     prior to the filing of this Registration Statement,  calculated pursuant to
     Rule 457(h) under the  Securities  Act, such amount is based upon the price
     at which the stock  options  may be  exercised  or the  stock  awards  were
     granted.

(4)  With respect to Shares  subject to future grant,  estimated  solely for the
     purpose of determining  the amount of  registration  fee in accordance with
     Rules  457(c)  and  457(h)  under the  Securities  Act,  and based upon the
     average  of the high and low  prices  of the  Shares on July 12,  2005,  as
     reported on the NASDAQ.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following  documents,  which  previously  have  been  filed by the
Registrant with the Securities and Exchange Commission (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

         (i) The  Registrant's  annual  report on Form 10-K for the fiscal  year
ended February 28, 2005 (the "Annual Report"),  filed with the Commission on May
16, 2005;

         (ii)  The  description  of the  Shares  contained  in the  Registrant's
Registration  Statement on Form 8-A,  filed  September  21,  1973,  Registration
Statement on Form 8-A,  filed January 12, 1989,  and  Registration  Statement on
Form 8-A dated January 13, 1998, File No. 0-7422; and

         (iii) All other  reports filed by the  Registrant  pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Annual Report.

         All reports and other documents  filed by the  Corporation  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Registration  Statement  and  prior  to  the  filing  of a  post-effective
amendment  hereto,  which indicates that all securities  offered  hereunder have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         For  purposes  of this  Registration  Statement,  any  document  or any
statement  contained  in a document  incorporated  or deemed to be  incorporated
herein by reference  shall be deemed to be modified or  superseded to the extent
that a  subsequently  filed document or a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
herein by reference  modifies or supersedes  such document or such  statement in
such  document.  Any  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

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 or
threatened  to be  sued  as a  director,  officer,  employee  or  agent  of  the
corporation,  or of another corporation if that person is serving at the request
of the indemnifying corporation, in non-derivative suits for expenses (including
attorneys' fees), judgments,  fines and amounts paid in settlement if the 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,  the person must also have had no reasonable
cause to believe his conduct was unlawful. Indemnification of expenses, actually
and  reasonably  incurred in  connection  with the defense or  settlement of the
action is authorized in stockholder  derivative  suits where the 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  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 the person is entitled
to  indemnification  for the expenses that the court deems proper. A person sued
as a director or officer 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  indemnification   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,  partnership, 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 reasonably 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.

         In addition,  under each Plan, any member of the committee  responsible
for  the  administration  of the  Plan  is  indemnified  to the  fullest  extent
permitted by law with respect to any action  taken,  or  determination  made, in
good faith in connection with the Plan.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The exhibits listed in the Exhibit Index are filed as a part of this
Registration Statement.

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:

                 (i) To include any prospectus  required by Section  10(a)(3) of
             the Securities Act;

                 (ii) To reflect in the  prospectus  any facts or events arising
             after the  effective  date of this  Registration  Statement (or the
             most recent post-effective  amendment thereof) which,  individually
             or  in  the  aggregate,  represent  a  fundamental  change  in  the
             information set forth in this Registration Statement.

                 (iii) To include any material  information  with respect to the
             plan of distribution not previously  disclosed in this Registration
             Statement  or any  material  change  to  such  information  in this
             Registration   Statement;   provided,   however,   that  paragraphs
             (a)(1)(i) and (a)(1)(ii) do not apply if the  information  required
             to be included in a post-effective amendment by those paragraphs is
             contained  in  periodic  reports  filed  with or  furnished  to the
             Commission by the Registrant pursuant to Section 13 or 15(d) of the
             Exchange   Act  that  are   incorporated   by   reference  in  this
             Registration Statement.

             (2) That,  for the purpose of determining  any liability  under the
Securities Act, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

     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 New York, New York on this 19th day of July, 2005.

                               STANDARD MICROSYSTEMS CORPORATION
                                           (Registrant)

                               By: /s/  Andrew M. Caggia
                                   _____________________________________________
                                   ANDREW M. CAGGIA, Senior Vice President and
                                   Chief Financial Officer
                                   (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
         -------------------                               ----

/s/  Steven J. Bilodeau                                July 19, 2005
--------------------------------------------
Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)

/s/  Andrew M. Caggia                                  July 19, 2005
--------------------------------------------
Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

/s/  Timothy P. Craig                                  July 19, 2005
--------------------------------------------
Timothy P. Craig
Director

/s/  Peter F. Dicks                                    July 19, 2005
--------------------------------------------
Peter F. Dicks
Director

/s/  James A. Donahue                                  July 19, 2005
--------------------------------------------
James A. Donahue
Director

/s/  Ivan T. Frisch                                    July 19, 2005
--------------------------------------------
Ivan T. Frisch
Director

/s/  Eric M. Nowling                                   July 19, 2005
--------------------------------------------
Eric M. Nowling
Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX

Exhibit No.             Description                                                      Method of Filing
4.1     2004 Inducement Stock Option Plan                    Filed herewith

    4.2     2005 Inducement Stock Option and Restricted          Filed herewith
            Stock Plan

    4.3     Certificate of Incorporation of Standard             Incorporated by reference to Exhibit 3(a) to the  Registrant's Form
            Microsystems Corporation, as amended and restated    10-K for the fiscal year ended February 28, 1991

    4.4     By-Laws of Standard Microsystems Corporation, as     Incorporated  by  reference  to Exhibit 3.1 to Registrant's Current
            amended and restated                                 Report on Form 8-K dated April 10, 2002

    4.5     Rights Agreement with ChaseMellon Shareholder        Incorporated   by   reference   to  Exhibit 1  to the  registrant's
            Services L.L.C., as Rights Agent, dated              Registration Statement on Form 8-A filed January 15, 1998
            January 7, 1998

    4.6     Amendment No. 1 to Rights Agreement with             Incorporated  by   reference to  Exhibit 4.2   to the  registrant's
            ChaseMellon Shareholder Services L.L.C.,             Form 10-K for the fiscal year ended February 28, 2001
            as Rights Agent, dated January 23, 2001

    4.7     Amendment No. 2 to Rights Agreement with             Incorporated  by   reference to  Exhibit  3  to  the   registrant's
            ChaseMellon Shareholder Services L.L.C., as          Registration Statement on Form 8-A/A filed April 10, 2002
            Rights Agent, dated April 9, 2002

    5.1     Opinion of Cleary, Gottlieb, Steen & Hamilton        Filed herewith
            as to legality of securities being registered

   23.1     Consent of PricewaterhouseCoopers LLP                Filed herewith

   23.2     Consent of Cleary, Gottlieb, Steen & Hamilton        Included in Exhibit 5.1

   24.1     Power of Attorney                                    Filed herewith