As filed with the Securities and Exchange Commission on September 15, 2003

                                                           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) 434-2817

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

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

                         2003 Director Stock Option Plan
                   2003 Stock Option and Restricted Stock Plan
                        2002 Inducement Stock Option Plan
                        2003 Inducement Stock Option Plan
                           (Full Titles of the Plans)

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

                                    [Insert]
                        Standard Microsystems Corporation
                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2817

           (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                        Proposed Maximum     Proposed Maximum       Amount of
                                          to be              Amount  to be   Offering Price Per   Aggregate Offering    Registration
                                      Registered (2)         Registered (1)      Share (2)              Price               Fee (2)
____________________________________________________________________________________________________________________________________
<S>                              <C>                         <C>                 <C>                  <C>                  <C>
2003 Director Stock Option Plan  Common Stock, par value     100,000(4)          $20.26               $2,026,000           $163.90
                                 $.10 per share

2003 Stock Option and Restricted Common Stock, par value     725,000(4)          $20.26               $14,688,500          $1,188.30
Stock Plan                       $.10 per share

2002 Inducement Option Plan      Common Stock, par value     347,434(3)          $22.35               $7,765,150           $628.20
                                 $.10 per share

2003 Inducement Option Plan      Common Stock, par value     250,000(4)          $20.26               $5,065,000           $409.76
                                 $.10 per share
____________________________________________________________________________________________________________________________________
Total                                                        1,422,434                                $29,544,650          $2,390.16

</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 2003 Director Stock Option Plan, the 2003
        Stock Option and Restricted Stock Plan, the 2002 Inducement Option Plan,
        and  the  2003  Inducement  Option  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 Chase Mellon  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 347,434 Shares covered by stock options 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.

(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 September  10, 2003,
        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, 2003 (the "Annual Report"),  filed with the Commission on May
29, 2003;

          (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 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 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,
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  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....
<PAGE>
                  (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 15th day of September, 2003.

                                    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                                 September 15, 2003
---------------------------------------
Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)


/s/  Robert M. Brill                                    September 15, 2003
---------------------------------------
Robert M. Brill
Director


/s/  Andrew M. Caggia                                   September 15, 2003
---------------------------------------
Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)


/s/  Timothy P. Craig                                   September 15, 2003
---------------------------------------
Timothy P. Craig
Director


/s/  Peter F. Dicks                                     September 15, 2003
---------------------------------------
Peter F. Dicks
Director


/s/  James A. Donahue                                   September 15, 2003
---------------------------------------
James A. Donahue
Director


/s/  Ivan T. Frisch                                     September 15, 2003
---------------------------------------
Ivan T. Frisch
Director


/s/  Eric M. Nowling                                    September 15, 2003
---------------------------------------
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       2003 Director Stock Option Plan            Incorporated by reference to Exhibit C to Registrant's proxy statement dated
                                                        May 30, 2003 (File No. 000-07422)

   4.2       2003 Stock Option and Restricted           Incorporated by reference to Exhibit B to Registrant's proxy statement dated
             Stock Plan                                 May 30, 2003 (File No. 000-07422)

   4.3       2003 Inducement Stock Option Plan          Filed herewith

   4.4       2002 Inducement Stock Option Plan          Incorporated by reference to  Exhibit 10.26 to Registrant's Annual Report on
                                                        Form  10-K  for  the  fiscal  year  ending February 28, 2003

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

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

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

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

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

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

  23.1       Consent of PricewaterhouseCoopers LLP      Filed herewith

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

  24.1       Power of Attorney                          Filed herewith

</TABLE>
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As filed with the Securities and Exchange Commission on September 15, 2003

                                                           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) 434-2817

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

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

                         2003 Director Stock Option Plan
                   2003 Stock Option and Restricted Stock Plan
                        2002 Inducement Stock Option Plan
                        2003 Inducement Stock Option Plan
                           (Full Titles of the Plans)

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

                                    [Insert]
                        Standard Microsystems Corporation
                                 80 Arkay Drive
                            Hauppauge, New York 11788
                                 (631) 434-2817

           (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                        Proposed Maximum     Proposed Maximum       Amount of
                                          to be              Amount  to be   Offering Price Per   Aggregate Offering    Registration
                                      Registered (2)         Registered (1)      Share (2)              Price               Fee (2)
____________________________________________________________________________________________________________________________________
2003 Director Stock Option Plan  Common Stock, par value     100,000(4)          $20.26               $2,026,000           $163.90
                                 $.10 per share

2003 Stock Option and Restricted Common Stock, par value     725,000(4)          $20.26               $14,688,500          $1,188.30
Stock Plan                       $.10 per share

2002 Inducement Option Plan      Common Stock, par value     347,434(3)          $22.35               $7,765,150           $628.20
                                 $.10 per share

2003 Inducement Option Plan      Common Stock, par value     250,000(4)          $20.26               $5,065,000           $409.76
                                 $.10 per share
____________________________________________________________________________________________________________________________________
Total                                                        1,422,434                                $29,544,650          $2,390.16
(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 2003 Director Stock Option Plan, the 2003
        Stock Option and Restricted Stock Plan, the 2002 Inducement Option Plan,
        and  the  2003  Inducement  Option  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 Chase Mellon  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 347,434 Shares covered by stock options 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.

(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 September  10, 2003,
        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, 2003 (the "Annual Report"),  filed with the Commission on May
29, 2003;

          (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 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 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,
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  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 15th day of September, 2003.

                                    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                                 September 15, 2003
---------------------------------------
Steven J. Bilodeau
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)

/s/  Robert M. Brill                                    September 15, 2003
---------------------------------------
Robert M. Brill
Director

/s/  Andrew M. Caggia                                   September 15, 2003
---------------------------------------
Andrew M. Caggia
Director, Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)

/s/  Timothy P. Craig                                   September 15, 2003
---------------------------------------
Timothy P. Craig
Director

/s/  Peter F. Dicks                                     September 15, 2003
---------------------------------------
Peter F. Dicks
Director

/s/  James A. Donahue                                   September 15, 2003
---------------------------------------
James A. Donahue
Director

/s/  Ivan T. Frisch                                     September 15, 2003
---------------------------------------
Ivan T. Frisch
Director

/s/  Eric M. Nowling                                    September 15, 2003
---------------------------------------
Eric M. Nowling
Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX

Exhibit No.            Description                                          Method of Filing
-----------            -----------                                          ----------------
4.1       2003 Director Stock Option Plan            Incorporated by reference to Exhibit C to Registrant's proxy statement dated
                                                        May 30, 2003 (File No. 000-07422)

   4.2       2003 Stock Option and Restricted           Incorporated by reference to Exhibit B to Registrant's proxy statement dated
             Stock Plan                                 May 30, 2003 (File No. 000-07422)

   4.3       2003 Inducement Stock Option Plan          Filed herewith

   4.4       2002 Inducement Stock Option Plan          Incorporated by reference to  Exhibit 10.26 to Registrant's Annual Report on
                                                        Form  10-K  for  the  fiscal  year  ending February 28, 2003

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

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

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

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

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

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

  23.1       Consent of PricewaterhouseCoopers LLP      Filed herewith

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

  24.1       Power of Attorney                          Filed herewith