SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOWLING ERIC M

(Last)

(First)

(Middle)

80 ARKAY DRIVE

(Street)

HAUPPAUGE

11788

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P., Controller and C.A.O.

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2006		M		10,000	A	$11.31	24,851	D
Common Stock	01/30/2006		M		5,000	A	$9.5	29,851	D
Common Stock	01/30/2006		M		17,600	A	$7.375	47,451	D
Common Stock	01/30/2006		M		2,400	A	$14.49	49,851	D
Common Stock	01/30/2006		S		35,000	D	$33.9	14,851⁽⁴⁾	D
Common Stock								7,047⁽⁴⁾	I	By Trust⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$11.31	01/30/2006		M			10,000	09/08/1998⁽²⁾	09/08/2007	Common Stock	10,000	$11.31	0	D
Employee Stock Option (Right to Buy)	$9.5	01/30/2006		M			5,000	03/02/1999⁽²⁾	03/02/2008	Common Stock	5,000	$9.5	0	D
Employee Stock Option (Right to Buy)	$7.375	01/30/2006		M			17,600	04/30/2005	04/30/2009	Common Stock	17,600	$7.375	32,400⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$14.49	01/30/2006		M			2,400	04/23/2002⁽³⁾	04/23/2011	Common Stock	2,400	$14.49	1,600⁽⁴⁾	D
Employee Stock Option (Right to Buy)	$12.69							04/09/2003⁽³⁾	04/09/2013	Common Stock	0		4,000⁽⁴⁾	D
Stock Appreciation Right	$17.1							09/29/2005⁽²⁾	09/29/2014	Common Stock	0		22,500⁽⁴⁾	D

Explanation of Responses:

1. Held in Incentive Savings and Retirement Plan as of 01/30/06.

2. Exercisable in four equal annual installments, the first occurring on the date shown.

3. Exercisable in five equal annual installments, the first occurring on the date shown.

4. Mr. Nowling has a total of 38,000 options with the right to buy SMSC common stock and a total of 22,500 stock appreciation rights after reflecting all transactions reported on this Form 4. He also owns 21,898 shares of SMSC stock, including 7,047 shares in the SMSC Incentive Savings and Retirement Plan.

	Michael LaBosco (as Attorney-in-Fact)	01/31/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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